REQUEST FOR PROPOSAL (RFP) FOR...

DIRECTORATE GENERAL OF EMPLOYMENT & TRAINING (DGE&T) MINISTRY OF LABOUR AND EMPLOYMENT

SHRAM SHAKTI BHAWAN RAFI MARG, NEW DELHI-110001

Tender Document: No. DGE&T.U-11011/5/2014-MMP Cell REQUEST FOR PROPOSAL (RFP) FOR “APPOINTMENT OF CONTENT SERVICE PROVIDER FOR NATIONAL CAREER SERVICE PROJECT” DGE&T, GoI is establishing a knowledge repository within the National Career Service Project (NCSP). This knowledge repository shall act as a common, centralized platform to provide the career related information to career counselors and aspirants across the country. The content service provider shall be required to provide its services in developing and managing content for this knowledge repository and linking it with the appropriate industrial and occupational classification of codes. DGE&T, through this RFP, seeks to appoint a Content Service Provider to develop and manage the content for this knowledge repository and provide services as detailed in the tender document. The details on the project are provided in the tender document which can be obtained from the undersigned on payment of Rs.10,000/- per tender document till 07th October 2014, Monday through Friday between 10 AM to 4 PM or can be downloaded from the website www.dget.nic.in. The last date for the receipt of bids is 11 AM, 08th October 2014.

Joint Director (Employment Exchanges),

Directorate General of Employment & Training (DGE&T), Ministry of Labour and Employment,

3/10, Jam Nagar House, New Delhi – 110 019

http://www.dget.nic.in/

of 69

Request for

Proposal (RFP)

‘Appointment of Content Service

Provider for National Career

Service Project (NCSP)’

Volume - 1

Directorate General of Employment &

Training (DGE&T),

Ministry of Labour & Employment,

Government of India

Ref: No. DGET.U-11011/5/2014-MMP Cell

September 2014

Request for Proposal (RFP) Volume – 1 Directorate General of Employment & Training (DGE&T)

Page 2 of 69

Table of Contents Invitation for Proposal ............................................................................................................................................. 5

1 Introduction ...................................................................................................................................................... 7

1.1 Introduction to DGE&T............................................................................................................................... 7

1.2 Introduction to the National Career Service Project (NCSP) ............................................................... 7

1.3 RFP Format ............................................................................................................................................. 9

1.4 Fact Sheet ............................................................................................................................................... 10

1.5 Definitions .............................................................................................................................................. 11

2 Instruction to Bidders .................................................................................................................................... 16

2.1 General ................................................................................................................................................... 16

2.2 Eligible Bidders ..................................................................................................................................... 16

2.3 Bidder to inform .................................................................................................................................... 17

2.4 Compliant Proposals / Completeness of Response ............................................................................. 17

2.5 Proposal Preparation Costs .................................................................................................................. 17

2.6 Pre-Bid Meeting & Clarifications .......................................................................................................... 17

2.6.1 Bidders Queries ................................................................................................................................. 17

2.6.2 Responses to Pre-Bid Queries and Issue of Corrigendum .............................................................. 18

2.7 RFP Document Fee................................................................................................................................ 18

2.8 Earnest Money Deposit (EMD) ............................................................................................................ 18

2.9 Bid Validity Period ................................................................................................................................ 19

2.10 Contents of Bid ...................................................................................................................................... 19

2.11 Bid Format ............................................................................................................................................. 20

2.11.1 Pre-Qualification Bid Format ........................................................................................................... 20

2.11.2 Technical Bid Format.................................................................................................................... 21

2.11.3 Commercial Bid Format ............................................................................................................... 22

2.12 Commercial Bid ..................................................................................................................................... 23

2.13 Language ................................................................................................................................................ 23

2.14 Authentication of Bids .......................................................................................................................... 23

2.15 Amendment of Request for Proposal ................................................................................................... 23

2.16 Bid Price ................................................................................................................................................. 23

2.17 Deviations and Exclusions .................................................................................................................... 24

2.18 Total Responsibility............................................................................................................................... 24

2.19 Late Bids ................................................................................................................................................ 24

2.20 Right to Terminate the Process ............................................................................................................ 24

2.21 Non-Conforming Proposals .................................................................................................................. 24

2.22 Acceptance / Rejection of Bids ............................................................................................................. 24

2.23 Confidentiality ....................................................................................................................................... 25

2.24 Disqualification ..................................................................................................................................... 25

2.25 Key Personnel ........................................................................................................................................ 26

2.25.1 Initial Composition; Full Time Obligation; Continuity of Personnel ........................................ 26


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2.25.2 Evaluations .................................................................................................................................... 26

2.25.3 Replacement .................................................................................................................................. 26

2.25.4 High Attrition ................................................................................................................................ 27

2.26 Fraud and Corrupt Practices ................................................................................................................. 27

2.27 Conflict of Interest ................................................................................................................................. 28

3 Selection Process for Bidder .......................................................................................................................... 31

3.1 Opening of Bids ..................................................................................................................................... 31

3.2 Preliminary Examination of Bids ......................................................................................................... 31

3.3 Clarification on Bids .............................................................................................................................. 31

3.4 Evaluation Process ................................................................................................................................ 32

3.4.1 Stage 1: Pre-Qualification ................................................................................................................. 32

3.4.2 Stage 2: Technical Evaluation .......................................................................................................... 32

3.4.3 Stage 3: Commercial Evaluation ...................................................................................................... 33

3.4.4 Stage 4: Final score calculation through QCBS ............................................................................... 34

3.5 Pre-Qualification Criteria ..................................................................................................................... 35

3.6 Technical Evaluation Framework ......................................................................................................... 38

3.6.1 Bidder‟s Financial Credentials.......................................................................................................... 38

3.6.2 Bidder‟s Experience .......................................................................................................................... 38

3.6.3 Approach & Methodology ................................................................................................................. 40

3.6.4 Resource Planning ............................................................................................................................ 41

3.6.5 Presentation & Demo ........................................................................................................................ 42

4 Award of Contract........................................................................................................................................... 44

4.1 Notification of Award ............................................................................................................................ 44

4.2 Signing of Contract ................................................................................................................................ 44

4.3 Performance Bank Guarantee (PBG) ................................................................................................... 44

4.4 Warranty & Maintenance ...................................................................................................................... 45

4.5 Failure to agree with the Terms & Conditions of the RFP .................................................................. 46

5 Annexure 1 – Template for Pre-Bid Queries ................................................................................................. 48

6 Annexure 2 – Formats for Submission of the Pre-Qualification Bid .......................................................... 49

6.1 Pre-Qualification Bid Covering Letter ................................................................................................. 49

6.2 Pre-Qualification Citations ................................................................................................................... 50

6.3 No Deviation Certificate ........................................................................................................................ 51

6.4 Total Responsibility............................................................................................................................... 52

7 Annexure 3 – Formats for Submission of the Technical Bid ....................................................................... 53

7.1 Technical Bid Covering Letter .............................................................................................................. 53

7.2 Checklist ................................................................................................................................................. 54

7.3 Bidder‟s General Information ............................................................................................................... 55

7.4 Bidder‟s Experience - Client Citations ................................................................................................. 56

7.5 Resource Deployment Plan ................................................................................................................... 57

7.6 Curriculum Vitae (CV) of Team Members ........................................................................................... 59

7.7 Project Plan ............................................................................................................................................ 60


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8 Annexure 4 – Formats for Submission of the Commercial Bid ................................................................... 61

8.1 Commercial Bid Covering Letter .......................................................................................................... 61

8.2 Total Cost of Ownership with Taxes ..................................................................................................... 63

8.3 Initial Content Development Cost ........................................................................................................ 64

8.3.1 Initial Content Development Cost (without Tax) ............................................................................ 64

8.3.2 Initial Content Development Cost (with Tax) ................................................................................. 64

8.4 Operating Cost ....................................................................................................................................... 65

8.4.1 Operating Cost (3 years+1+1) (Without Tax) .................................................................................. 65

8.4.2 Operating Cost (With Tax)................................................................................................................ 65

8.5 Additional Cost ...................................................................................................................................... 66

8.5.1 Additional Cost (Without Tax) ......................................................................................................... 66

8.5.2 Additional Cost (With Tax) ............................................................................................................... 66

9 Annexure 5 – Template for PBG .................................................................................................................... 67

9.1 Performance Bank Guarantee .............................................................................................................. 67

9.2 Bank Guarantee for Earnest Money Deposit ....................................................................................... 68


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Invitation for Proposal

Date: 15/09/2014

Directorate General of Employment & Training, Ministry of Labour and Employment, Government of India

(hereinafter referred to as DGE&T), having its Corporate Office at Shram Shakti Bhawan, Rafi Marg, New

Delhi-110001, invites responses (“Proposals”/ “Bids”) to this Request for Proposal (“RFP”) from eligible

Bidders to be appointed as Content Service Provider for National Career Service Project (NCSP).

Interested bidders are advised to study this RFP document carefully before submitting their proposals in

response to the RFP Document. Submission of a proposal in response to this RFP shall be deemed to have

been done after careful study and examination of this document with full understanding of its terms,

conditions and implications.

Interested bidders to download the RFP document from the website URL mentioned in the fact sheet

Any subsequent corrigenda / clarifications will be made available on the website URL mentioned in the fact

sheet.

Proposals must be received not later than time, date and venue mentioned in the Fact Sheet. Proposals that

are received after the deadline WILL NOT be considered in this procurement process.

A firm will be selected under Quality and Cost Based Selection System (QCBS) and procedures described in

this RFP.

To obtain first-hand information on the assignment, Bidders are encouraged to attend a pre-bid meeting.

Attending the pre-bid meeting is optional.

Yours‟ Sincerely

Shri I K Srivastava


Directorate General of Employment & Training (DGE&T),

Ministry of Labour and Employment, Government of India

Room No. 511, Shram Shakti Bhawan, Rafi Marg,

New Delhi-110001

Email ID: [email protected], [email protected]

Phone number: 011-23386737, 011-23350896


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Section 1: Introduction


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1 Introduction

1.1 Introduction to DGE&T

The Directorate General of Employment & Training (DGE&T) in Ministry of Labour is the apex organisation

for development and coordination at National level for the programmes relating to Vocational Training and

Employment Services.

Vocational Training

Both Central & State Government share the responsibility for Vocational Training. Central Government

(DGE&T) is responsible for development of these programmes at National level, particularly in the areas

concerning common policies, common standards and procedures, training of instructors and trade testing.

State Governments are responsible for implementation of vocational training programmes.

DGE&T also operates Vocational Training Schemes in some of the specialized areas through field institutes

under its direct control.

Employment Services

DGE&T is responsible for establishing the National Policy and Standards & Procedures to be followed by

states for implementation of Employment Services and planning and formulating programmes for expansion

and development of national employment service. Employment service is operated through a countrywide

network of Employment Exchanges.

1.2 Introduction to the National Career Service Project (NCSP)

The Government is now giving increased focus on career counselling as a key activity for DGE&T, with a view

to ensure that the aspiring youth pursue the right career choice, so that they join the workforce with better

skills for enhancing growth and development. The President of India, in his speech to the Parliament on 09 th

June, 2014 said "...My government will transform Employment Exchanges into Career Centres -

connecting our youth with job opportunities in a transparent and effective manner through the use of

technology as well as through counselling and training…”.

The aim of the NCSP Project is to provide gainful employment to all job-seekers registered with Employment

Exchanges by facilitating interaction between jobseekers and employers and disseminating accurate and

consistent employment market information to all stakeholders on time.

With this background, NCSP Project has been conceptualized as a comprehensive and multi-pronged

transformational project with the following key aspects:

1. Model Career Centers (MCC): It is envisaged that the current Employment Exchange Offices will

be transformed into Career Counselling Centres. These Career Centres would serve as a one-stop-shop

for all career related needs of the youth and students seeking counselling and employment. These

Career Centres shall undertake all the activities related to NCSP i.e. establish inter-linkages with

industry for managing the demand side while on the other hand provide counselling and job assistance

services to the supply side. Initially all these activities shall be carried out using manual methods

however going forward with the launch of National Career Service Portal all such activities should be

facilitated online. This would be enabled by making the right infrastructure and linkages available to

the Career Centres to perform counselling functions. It is envisaged to create 10 Model Career Centers

(MCC) by November 2014 and another 40 MCCs by March 2015. These centers shall then act as

demonstrative set-ups for other Employment Exchange Offices to emulate.


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2. Developing a network of professional Career Counsellors: NCSP envisages establishing a

network of career counselors by transforming the existing Employment Exchange Offices as Career

Counselling Center and also identifying other institutions/agencies that can volunteer in the Career

Counselling activities. For driving career counselling at State Employment Exchanges, the

Employment Exchange Officers (EEO) would be given training on their role as career counsellors. This

would be done by undertaking an „Orientation Program‟ for Employment Exchange Officers with a

view to equip them with “career counseling skill, tools and aids” along with an overview of career

counselling paths. It is envisaged that this orientation program will be followed up with more

advanced/refresher program to enhance the skills of these officers. Each program will also identify

„Champion Counsellors‟ who in turn will be trained on „Train the Trainer‟ model. These champions

shall impart the trainings at state/regional level and will identify and train other institutions/agencies

that volunteer in the Career Counselling activities.

3. National Career Service Portal Implementation: NCSP envisages setting up a National Career

Service Portal which will act as a platform to bridge the gap between Government and Private Job

providing ecosystem, Job seeker and Skill development ecosystem.

To make the NCP more meaningful for the ecosystem partners, special emphasis is being laid on

creating a „Reliable Jobseeker Data‟ which would contain the following for each jobseeker:

a. Know Your Customer (KYC) (Unique Identity, Personal Details and Address)

b. Certificates (Education & Skills)

c. Work Experience (Employment & Trainings)

This „Reliable Jobseeker Data‟ shall be made available to the following user groups:

a. Employers (Government/PSU/Private) employers which are registered on the NCP.

b. Indirect Employers such as staffing organization, private job portals and contractors which

are registered with NCP shall access data for providing their services to their cliental.

c. Skill Institutes registered on NCP shall have access to the job seekers profile primarily for

the purpose of identification of potential training candidates for skill upgradation.

This NCP is expected to co-exist with State employment portals in a way that the States can benefit

from the features and services of this NCP. This NCP is expected to progressively become a "Single

Point of contact for Job Seekers". Wherever State employment portals are not available, NCP can act

as an employment platform.

4. Maintenance of Knowledge Repository of Career Counselling content: For Employment

Exchange Officers to work effectively as Career Counsellors, they need to have access to an updated

knowledge repository of various career options and employment opportunities. It is envisaged to make

growth-path guidance content around 3000 codes of National Classification of Occupation available

on the NCP. This content should be renewed on quarterly basis based on feedback from various

stakeholders.

Also, there is a vast amount of information available with Employment Exchanges, States, Central

Ministries, and Institutions etc. with regards to Career Counselling. This information would be

identified; sourced and relevant content would be validated before being made available on the NCP.

5. Inform, Educate, Communicate (IEC) Activities: To achieve the overall objective, NCSP would

be required to work with a variety of partners like NGOs, Schools, Colleges, Jobseekers, Skill

Institutions, Employers, Volunteer Agencies, Technology partners, Verification agencies etc. It is


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therefore envisaged to have an Inform, Educate, Communicate (IEC) program to reach out to these

partners.

At National level, print media, TV, Radio etc. could be used to ensure outreach. State governments

could include making plans to visit schools, colleges, local industry interaction. By reaching out to local

industry, skills/courses in demand would be determined and this would act as an input to career

counsellors.

Governance Structure: Considering the project complexity, a robust yet flexible project governance

structure is envisaged. For effective implementation and monitoring of NCSP, the following three

committees are proposed to be established at National, State and District levels:

a. Technical Advisory Committee (TAC): TAC would be the ratification body and will provide inputs

for policy formulation. It will comprise of members from Industry, academia, professional

institutions, skill development agencies etc. The regular interaction of TAC with the industry

would ensure that the counselling content is well updated and relevant, thus helping counsellors

in guiding candidates on emerging career opportunities.

b. Content Clearing Committee (CCC): CCC will identify, acquire, filter and validate content sector-

wise. It will collaborate with states for digitalization and translation of existing counselling

material and will comprise of members from Manufacturing Associations, Sector Skill Councils

and nodal state officers.

c. Information, Education and Communication Committee (IECC): IECC will be responsible

for public campaigns and for conversion of content based on the target group and identifying

channels for delivering content.

Purpose of this RFP

Purpose of this RFP is to select a Service Provider for designing, developing, and maintaining the knowledge

repository as defined above in serial number 4. The requirements and the scope of work of the Bidder are

mentioned in RFP Vol. 2.

1.3 RFP Format

The intent of this RFP is to invite proposals from the Bidders for implementation of an integrated solution

for the DGE&T.

The Request for Proposal (RFP) consists of three volumes viz.

RFP Volume 1: Structure of Proposal & Bid Process Specifications

Volume 1 details the instructions with respect to the bid process management, technical evaluation

framework, and the technical & financial forms.

RFP Volume 2: Scope of work including Functional & Technical Specifications

Volume 2 of the RFP provides information regarding the Project Implementation Plan, Business

requirements and corresponding process related documentation, scope of work for the selected bidder

and functional requirements.

RFP Volume 3: Legal Specifications

Volume 3 contains the contractual, legal terms & conditions applicable for the proposed engagement.


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1.4 Fact Sheet

Item Description

Method of Selection

The method of selection is Quality and Cost Base Selection (QCBS).

The weights given to the Technical and Commercial Bids are:

Technical = 70% and

Commercial = 30%

Availability of RFP Documents Download from www.dget.nic.in

Date of RFP issuance 12-Sep-2014

Tender Document fee (Non-

Refundable and Not Exempted)

INR 10,000 (INR Twenty Thousand only) by DD in favour of DGE&T,

payable at New Delhi

Bid Security/ Earnest Money

Deposit (EMD)

INR 10,00,000 (INR Ten Lakh only) by DD in favour of DGE&T,

payable at New Delhi or by Bank Guarantee (as per format attached in

Section 9.2)

Last date for Submission of Pre-Bid

Queries

18-Sep-2014, 12 PM

All the queries should be received on or before the prescribed date &

time, through email only with subject line as follows:

“<Bidder’s Name> - Pre-Bid queries”.

The queries should be submitted as per the format prescribed in

Section 5.

The Pre-Bid queries to be sent to the Email Ids:

Email ID 1: [email protected]

Email ID 2: [email protected]

Pre-Bid Conference

Time, Date, & Venue

Date & Time: 19-Sep-2014 10:00 AM

Venue: Directorate General of Employment & Training (DGE&T),

Ministry of Labour and Employment, Shram Shakti Bhawan, Rafi

Marg, New Delhi-110001

Posting of responses to queries by

DGE&T 23-Sep-2014

Last date and time for Bid/Proposal

submission (on or before) 8-Oct-2014 11:00 AM

Date and time for Opening of Pre-

Qualification Bids. 8-Oct-2014 12:00 Noon

Language Proposals should be submitted in English only.

http://www.dget.nic.in/


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Item Description

Bid Validity Proposals must remain valid up to 180 (One Hundred & Eighty) days

from the actual date of submission of the Bid.

Currency Currency in which the Bidders may quote the price and will receive

payment is INR only.

Name and Address for

Communication, seeking

clarifications & submission of

Proposal

Shri I K Srivastava





New Delhi-110001


Phone number : 011-23386737, 011-23350896

1.5 Definitions

S. No. Word Definition

1. Additional Cost

Additional Cost is the cost asked by DGE&T for any resources which

might be utilized by DGE&T during the project.

The utilization of the cost during the project is the sole discretion of

DGE&T but the cost will be used for evaluation purpose.

2. Adverse Effect

Material adverse effect on

a) the ability of the Bidder to exercise any of its rights or

perform/discharge any of its duties/obligations under and in

accordance with the provisions of the Agreement for this RFP

and/or

b) the legal validity, binding nature or enforceability of Agreement for

this RFP

3. Agreement

Master Services Agreement, Service Level Agreement and Non-

Disclosure Agreement together with all Articles, Annexure, Schedules

and the contents and specifications of the RFP

4. Applicable Law(s)

Any statute, law, ordinance, notification, rule, regulation,

judgment, order, decree, bye-law, approval, directive, guideline,

policy, requirement or other governmental restriction or any

similar form of decision applicable to the relevant party and as

may be in effect on the date of the execution of this Agreement and

during the subsistence thereof, applicable to the Project

5. Bidder The use of the term “Bidder” in the RFP means the Single Service

Provider.

mailto:[email protected]

mailto:[email protected]


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6. Bid / Proposal

Offer by the Bidder to fulfil the requirement of the DGE&T for an agreed

price. It shall be a comprehensive technical and commercial response to

the RFP

7. Business critical

services Go-Live As defined in RFP Vol 2

8. Confidential

Information

All information including DGE&T Data (whether in written, oral,

electronic or other format) which relates to the technical, financial

and business affairs, dealers, suppliers, products, developments,

operations, processes, data, trade secrets, design rights, know-how,

plans, budgets and personnel of each Party and its affiliates which is

disclosed to or otherwise learned by the other Party in the course of

or in connection with this Agreement (including without limitation

such information received during negotiations, location visits and

meetings in connection with this Agreement);

9. Control

In relation to any business entity, the power of a person to secure

a) by means of the holding of shares or the possession of voting

power in or in relation to that or any other business entity, or

b) by virtue of any powers conferred by the articles of association or

other document regulating that or any other business entity, that

the affairs of the first mentioned business entity are conducted in

accordance with that person‟s wishes and in relation to a

partnership, means the right to a share of more than one half of

the assets, or of more than one half of the income, of the

partnership;

10. Deliverables

Products, infrastructure and services agreed to be delivered by the

Bidder in pursuance of the agreement as defined more elaborately in

the RFP, Implementation and the Maintenance phases and includes

all documents related to the user manual, technical manual, design,

process and operating manuals, service mechanisms, policies and

guidelines (such as security related, data migration related), inter

alia payment and/or process related etc., source code and all its

modifications;

11. Effective Date The date on which the Agreement for this RFP comes into effect;

12. EMI Equated Monthly Instalment

13. FTE Full Time Equivalent

14. GoI Government of India;

15. Integrated

Solution

Software product & services required to satisfy the DGE&T‟s

requirements


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16. Intellectual

Property Rights

All rights in written designs and copyrights, moral rights, rights in

databases and Bespoke Software / Pre-existing work including its up-

gradation systems and compilation rights (whether or not any of these

are registered and including application for registration);

17. Material Breach

A breach by either Party (DGE&T or Bidder) of any of its

obligations under this Agreement which has or is likely to have

an Adverse Effect on the Project which such Party shall have

failed to cure;

18. MCC Model Career Centre

19. Month / Week The Month shall mean calendar month & Week shall mean calendar week

20. Operating Cost Operating Cost is the cost incurred by DGE&T after the Go-Live of

the National Career Portal on Quarterly/ Monthly basis.

21. Parties DGE&T and Bidder for the purposes of this Agreement and “Party”

shall be interpreted accordingly;

22. Performance

Guarantee Guarantee provided by a Nationalized Bank in favour of the Bidder.

23. Project Project Implementation and Operations and Maintenance in terms

of the Agreement;

24. Project

Implementation

Project Implementation as per the testing standards and

acceptance criteria prescribed by DGE&T or its nominated

agencies;

25. Replacement

Bidder

Any third party that DGE&T or its nominated agencies appoint to

replace Bidder upon expiry of the Term or termination of this

Agreement to undertake the Services or part thereof;

26.

Request for

Proposal (RFP) /

Tender Document

Written solicitation that conveys to the Bidder, requirements for

products/ services that the DGE&T intends to buy and implement

27. Required

Consents

The consents, waivers, clearances and licenses to use DGE&T's

Intellectual Property Rights, rights and other authorizations as may be

required to be obtained for the software and other items that DGE&T

or their nominated agencies are required to make available to Bidder

pursuant to this Agreement;

28. Service Level The level of service and other performance criteria which will

apply to the Services delivered by the Bidder;

29. SLA Performance and Maintenance SLA executed as part of this

Master Service Agreement;

30. Successful Bidder The bidder who is qualified & successful in the bidding process and is

given the award of Work.


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31. Third Party

Systems

Systems (or any part thereof) in which the Intellectual Property

Rights are not owned by the DGE&T or Bidder and to which Bidder

has been granted a license to use and which are used in the

provision of Services;

32. UAT User Acceptance Testing


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Section 2: Instruction to Bidders


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2 Instruction to Bidders

2.1 General

a) While every effort has been made to provide comprehensive and accurate background information

and requirements and specifications, Bidders must form their own conclusions about the solution

needed to meet the requirements. Bidders and recipients of this RFP may wish to consult their own

legal advisers in relation to this RFP.

b) All information supplied by Bidders may be treated as contractually binding on the Bidders, on

successful award of the assignment by the DGE&T on the basis of this RFP

c) No commitment of any kind, contractual or otherwise shall exist unless and until a formal written

contract has been executed by or on behalf of DGE&T. Any notification of preferred bidder status by

DGE&T shall not give rise to any enforceable rights by the Bidder. DGE&T may cancel this public

procurement at any time prior to a formal written contract being executed by or on behalf of

DGE&T.

d) This RFP supersedes and replaces any previous public documentation & communications, and

Bidders should place no reliance on such communications.

2.2 Eligible Bidders

Bids may be submitted by either of the following categories of bidders only:

Sole Bidder

The Sole Bidder must be a Firm which has the capabilities to deliver the entire scope as mentioned in the

RFP.

Sole Bidder + Sub-Contractors

Bidders are allowed to sub-contract part of the scope of work subject to the following conditions:

a) The total value of the work sub-contracted should not be more than 40% of the estimated fair value

of the contract.

b) Sub-contracting does not dilute the responsibility & liability of the bidder.

c) No change in sub-contractors will be allowed during the bidding stage. Bidder may change the sub-

contractor later, provided it does not impact the quality of services being delivered. However the

Bidder needs to inform DGE&T on its intention to change the sub-contractor and reason thereof.

d) The liability for performance rests with the Bidder and not with the sub-contractor (The Bidder may

separately have a contract with the sub-contractor where it is free to define the liabilities. However

DGE&T would not be a party to this contract.)

e) All sub-contracting arrangements of the successful Bidder must be approved by DGE&T prior to

commencement of the services by the Bidder;

f) DGE&T retains the right to discontinuation of sub-contracting of activities at any time during the

contract period, with a written notification to the Bidder;

g) DGE&T reserves its right to subject all the personnel of the sub-contractors to security clearances as

it deems necessary before they are appointed to the project.


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2.3 Bidder to inform

The Bidder shall be deemed to have carefully examined the Terms & Conditions, Scope, Service Levels,

Specifications, and Schedules of this RFP. If bidder shall have any doubt as to the meaning of any portion of

these Conditions or of the specifications he shall, before the last date for Submission of Pre-Bid Queries, set

forth the particulars thereof, and submit them to DGE&T in writing in order that such doubt may be

removed.

2.4 Compliant Proposals / Completeness of Response

a) Bidders are advised to study all instructions, forms, terms, requirements and other information in

the RFP documents carefully. Submission of the bid shall be deemed to have been done after careful

study and examination of the RFP document with full understanding of its implications.

b) Failure to comply with the requirements of this paragraph may render the Proposal non-compliant

and the Proposal may be rejected. Bidders must:

i. Include all documentation specified in this RFP;

ii. Follow the format of this RFP and respond to each element in the order as set out in this

RFP

iii. Comply with all requirements as set out within this RFP.

2.5 Proposal Preparation Costs

The Bidder shall be responsible for all costs incurred in connection with participation in the RFP process,

including, but not limited to, costs incurred in conduct of informative and other diligence activities,

participation in meetings/discussions/presentations, preparation of proposal, in providing any additional

information required by DGE&T to facilitate the evaluation process, and in negotiating a definitive contract

or all such activities related to the bid process.

DGE&T will in no case be responsible or liable for those costs, regardless of the conduct or outcome of the

bidding process.

2.6 Pre-Bid Meeting & Clarifications

2.6.1 Bidders Queries

Any clarification regarding the RFP document and any other item related to this project can be submitted to

DGE&T as per the submission mode and timelines mentioned in the Fact Sheet. It is necessary that the pre-

bid queries should be limited to maximum of 50 distinct queries, and must be submitted in excel sheet

format, along with name and details of the organisation submitting the queries.

DGE&T shall not be responsible for ensuring that the bidders‟ queries have been received by them. Any

requests for clarifications post the indicated date and time shall not be entertained by DGE&T. Further

DGE&T will reserve the right to issue clarifications.

Bidders must submit their queries as per the format mentioned in Section 5


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2.6.2 Responses to Pre-Bid Queries and Issue of Corrigendum

DGE&T will organize a pre-bid conference and will respond to any request for clarification or modification of

the bidding documents. DGE&T will formally respond to the pre-bid queries after the pre-bid conference. No

clarification will be entertained after the pre-bid conference.

DGE&T will endeavour to provide timely response to all queries. However, DGE&T makes no representation

or warranty as to the completeness or accuracy of any response made in good faith, nor does DGE&T

undertake to answer all the queries that have been posed by the bidders.

Any modifications of the Bidding Documents, which may become necessary as a result of the Pre-Bid

Conference, shall be made by DGE&T exclusively through a corrigendum. Any such corrigendum shall be

deemed to be incorporated into this RFP. However, in case of any such amendment, the bid submission date

may be extended at the discretion of DGE&T.

Any corrigendum / notification issued by DGE&T, subsequent to issue of RFP, shall only be available /

hosted on the website URL mentioned in the fact sheet. Any such corrigendum shall be deemed to be

incorporated into this RFP.

2.7 RFP Document Fee

RFP can be downloaded from the website URL mentioned in the fact sheet.

Bidders are required to submit the RFP Document Fee (Non-Refundable and Not Exempted) as per the

details mentioned in the fact sheet, along with the Proposal.

Proposals received without RFP Document Fee or with inadequate RFP Document fees shall be rejected.

2.8 Earnest Money Deposit (EMD)

Bidders shall submit, along with their Bids, Bid Security (EMD) as per the details mentioned in the fact

sheet. Bid security in any other form will not be entertained.

The bid security of all unsuccessful bidders would be refunded without interest by DGE&T on submission of

Performance Bank Guarantee by the successful bidder. The bid security, for the amount mentioned above, of

successful bidder would be returned without interest upon submission of Performance Bank Guarantee by

the successful bidder.

In case bid is submitted without the bid security then DGE&T reserves the right to reject the bid without

providing opportunity for any further correspondence to the bidder concerned.

The EMD may be forfeited:

a) If a bidder withdraws its bid during the period of bid validity.

b) Bidder does not respond to requests for clarification of its Proposal.

c) Bidder fails to provide required information during the evaluation process or is found to be non-

responsive.


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d) In case of a successful bidder, if the bidder fails to sign the contract in accordance with this RFP.

2.9 Bid Validity Period

Bid shall remain valid for the time mentioned in the Fact Sheet.

On completion of the validity period, unless the Bidder withdraws his bid in writing, it will be deemed to be

valid until such time that the Bidder formally (in writing) withdraws his bid.

2.10 Contents of Bid

The bidder shall submit the following envelopes.

Envelope

Number Marked As Content of Envelope

One

RFP Document fee & Bid

Security/ Earnest Money

Deposit (EMD)

a) RFP Document Fee

b) Bid Security/ Earnest Money Deposit (EMD)

c) Signed RFP Document

d) Signed RFP corrigendum, if any

Two

Pre-Qualification bid/

proposal

One Original Hard Copy, One Duplicate Hard Copy & One Soft

Copy of the following:

a) Pre-Qualification bid/ Proposal as per Section 1.1 along

with the required supporting documents.

b) No Deviation Certificate as per Section 6.3

c) Total Responsibility declaration as per Section 6.4

Three

Technical bid/proposal

One Original Hard Copy, One Duplicate Hard Copy & One Soft

Copy of the following:

a) Technical Bid/ Proposal

b) Response to FRS & TRS

c) Masked Commercial bid

Four

Commercial bid/

proposal One Hard Copy of the Commercial Bid/ Proposal

All sealed envelopes as mentioned above will be placed in a single sealed envelope super-scribing name of

the project (“Proposal for Appointment of Content Service Provider for National Career Service

Project”), the bidder's name and address, and the names of primary and secondary contact persons. This

envelope has to be delivered to the address mentioned in the Fact Sheet.

Each copy of each bid should also be marked as "Original" OR "Duplicate" as the case may be.

Please Note that Prices should not be indicated in the Pre-Qualification Bid or Technical Bid but should only

be indicated in the Commercial Bid.

All the pages of the bid must be sequentially numbered and must contain the list of contents with page

numbers. Any deficiency in the documentation may result in the rejection of the Bid.


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The original proposal/bid shall be prepared in indelible ink. It shall contain no interlineations or

overwriting, except as necessary to correct errors made by the bidder itself. Any such corrections must be

initialled by the person (or persons) who sign(s) the proposals.

All pages of the bid including the duplicate copies, shall be initialled and stamped by the person or persons

who sign the bid.

In case of any discrepancy observed by DGE&T in the contents of the submitted original paper bid

documents with respective copies, the information furnished on original paper bid document will prevail

over others.

Bidder must ensure that the information furnished by him in respective CDs is identical to that submitted by

him in the original paper bid document. In case of any discrepancy observed by DGE&T in the contents of

the CDs and original paper bid documents, the information furnished on original paper bid document will

prevail over the soft copy.

Failure to submit bid on time could cause a proposal to be rejected.

DGE&T will not accept delivery of bid by fax or e-mail.

2.11 Bid Format

Bidder shall submit their bids in the format mentioned in the following sub-sections. Bids not in the

prescribed formats will be liable for rejection.

2.11.1 Pre-Qualification Bid Format

Section No. Section Heading Details

Section 1 Pre-Qualification Bid Covering

Letter

As per format provided in Section 6.1

Section 2 Pre-Qualification Criteria Pre-Qualification criteria table as mentioned in

Section 3.5 with response and reference against

each criteria

Section 3 Legal Entity Copy of Certificate of Incorporation

Copy of Registration Certificates

Section 4 Turnover Details of turnover with Documentary Evidence

Section 5 Profitability Details of profitability with Documentary Evidence

Section 6 Experience in Content Development Citation detail as per format provided in Section

6.2 with Documentary Evidence


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Section 7 Experience in Knowledge

Management

Citation detail as per format provided in Section

6.2 with Documentary Evidence

Section 8 ISO Certificate Valid ISO Certificate

Section 9 Self-certificate for non-blacklisting

clause

Documentary Evidence

Section 10 No Deviation Certificate As per format provided in Section 6.3

Section 11 Total Responsibility Certificate As per format provided in Section 6.4

2.11.2 Technical Bid Format


Section 1 Technical Bid Covering Letter As per format provided in Section 7.1

Section 2 Checklist As per format provided in Section 7.2

Section 3 About Bidder

- Details about bidder

- Bidder‟s General Information as per format

provided in Section 7.3

Section 4 Understanding of DGE&T business

and Scope of Work

Understanding of DGE&T business and Scope of

Work

Section 5 Approach and Methodology

- Methodology adopted

- Project Implementation Approach

- Approach for ensuring SLA compliance

- Project Plan as per format provided in Section

7.7

(Bidder can include more sub-sections as seems

relevant/ fit)

Section 6 Bidder‟s Experience

Experience in Content Development

- Citation 1/ 2/ 3 and so on as per format



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Experience in Skill related Content Development

- Citation 1/ 2/3 and so on as per format


Experience in Knowledge Management



Experience in Government/ PSU/ Sector Skill

Council



Section 7 Project Governance

- Governance structure

- Resource Deployment Plan as per format


- CVs as per format provided in Section 7.6

Annexure I Masked Commercial Bid Masked Commercial Bid as per formats provided in

Section 8 and its sub sections

2.11.3 Commercial Bid Format


Section 1 Commercial Bid Covering Letter As per format provided in Section 8.1

Section 2 Total Cost of Ownership (TCO) Total Cost of Ownership (TCO) form as per format


Section 3 Initial Content Development Cost Capital Cost form as per format provided in Section

Error! Reference source not found. along

with all the related forms/ tables

Section 4 Operating Cost Operating Cost form as per format provided in

Section Error! Reference source not found.

along with all the related forms/ tables

Section 5 Additional Cost Additional Cost form as per format provided in

Section Error! Reference source not found.


Page 23 of 69


along with all the related forms/ tables

2.12 Commercial Bid

The Bidder must submit the Commercial Bid in the formats specified in Section 8.

Commercial Bids that are less than 30% of the average bid price (excluding all applicable taxes) will be

disqualified (the average bid price is computed by adding all Financial Bid values of ALL the qualified

bidders and dividing the same by the number of bidders).

2.13 Language

The Proposal should be filled by the bidders in English language only. If any supporting documents

submitted are in any language other than English, translation of the same in English language is to be duly

attested by the Bidders. For purposes of interpretation of the documents, the English translation shall

govern.

2.14 Authentication of Bids

An authorized representative of the Bidder shall initial all pages of the Pre-Qualification, Technical and

Commercial Bids.

Bid should be accompanied by an authorization in the name of the signatory of the Bid. The authorization

shall be in the form of a written power of attorney accompanying the Bid or in any other form demonstrating

that the representative has been duly authorized to sign.

2.15 Amendment of Request for Proposal

At any time prior to the deadline for submission of proposals, DGE&T, for any reason, may modify the RFP

by amendment notified in writing or by fax or email to all bidders who have received this RFP and such

amendment shall be binding on them. DGE&T, at its discretion, may extend the deadline for the submission

of proposals.

DGE&T may change the scope after the submission of technical bids by the Bidders. In this case, DGE&T will

release a corrigendum/ clarification and ask the Bidders to resubmit their commercial bids.

2.16 Bid Price

Commercial Bid shall be as per the format provided in Section 8. Bidders shall give the required details of all

applicable taxes, duties, other levies and charges etc. in respect of direct transaction between DGE&T and

the Bidder.

Bidders shall quote for the entire scope of contract on a “overall responsibility” basis such that the total bid

price covers all the Bidder‟s obligations mentioned in or to be reasonably inferred from the bidding

documents in respect of providing the product / services.


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Prices quoted by the Bidder shall remain firm during the entire contract period and not subject to variation

on any account. A bid submitted with an adjustable price quotation will be treated as non-responsive and

rejected.

2.17 Deviations and Exclusions

Bids shall be submitted strictly in accordance with the requirements and terms & conditions of the RFP. The

Bidder shall submit a No Deviation Certificate as per the format mentioned in Section6.3. The bids with

deviation(s) are liable for rejection.

2.18 Total Responsibility

Bidder should issue a statement undertaking total responsibility for the defect free operation of the proposed

solution as per the format mentioned in Section 6.4.

2.19 Late Bids

Bids received after the due date and the specified time (including the extended period if any) for any reason

whatsoever, shall not be entertained and shall be returned unopened.

The bids submitted by telex/telegram/ fax/e-mail etc. shall not be considered. No correspondence will be

entertained on this matter.

DGE&T shall not be responsible for any postal delay or non-receipt/ non-delivery of the documents. No

further correspondence on the subject will be entertained.

DGE&T reserves the right to modify and amend any of the above-stipulated condition/criterion depending

upon project priorities vis-à-vis urgent commitments.

2.20 Right to Terminate the Process

DGE&T may terminate the RFP process at any time and without assigning any reason. DGE&T makes no

commitments, express or implied, that this process will result in a business transaction with anyone.

This RFP does not constitute an offer by DGE&T. The bidder's participation in this process may result

DGE&T selecting the bidder to engage towards execution of the contract.

2.21 Non-Conforming Proposals

A proposal may be construed as a non-conforming proposal and ineligible for consideration

a) If it does not comply with the requirements of this RFP.

b) If a proposal appears to be “canned” presentations of promotional materials that do not follow the

format requested in this RFP or do not appear to address the particular requirements of the solution,

any such bidders may also be disqualified.

2.22 Acceptance / Rejection of Bids

DGE&T reserves the right to reject in full or part, any or all bids without assigning any reason thereof.

DGE&T reserves the right to assess the Bidder‟s capabilities and capacity. The decision of DGE&T shall be

final and binding.


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Bid should be free of over writing. All erasures, correction or addition must be clearly written both in words

and figures and attested.

Offers not submitted in prescribed manner or submitted after due date and time are liable to rejection.

Both delayed as well as late bids are liable for rejection. Hence, offers reaching within the due date & time in

the bid box only will be accepted.

In the event of any assumptions, presumptions, key points of discussion, recommendation or any points of

similar nature submitted along with the Bid, DGE&T reserves the right to reject the Bid and forfeit the EMD.

If there is any discrepancy in the commercial bid, it will be dealt as per the following:

a) If, in the price structure quoted for the required goods/ services/ works, there is discrepancy

between the unit price and total price (which is obtained by multiplying the unit price by the

quantity), the unit price shall prevail and the total price corrected accordingly.

b) If there is an error in a total corresponding to the addition or subtraction of subtotals, the subtotals

shall prevail and the total shall be corrected.

c) If there is a discrepancy between words and figures, the amount in words shall prevail.

d) If there is such discrepancy in an offer, the same shall be conveyed to the bidder with target date up

to which the bidder has to send his acceptance on the above lines and if the bidder does not agree to

the decision of DGE&T, the bid is liable to be ignored.

If the Bidder does not meet even one of the Pre-Qualification criteria separately mentioned in Section 1.1, the

Bidder shall be disqualified & the entire Bid shall be rejected.

2.23 Confidentiality

All the material / information sent to the Bidder shall be treated as confidential and should not be disclosed

in any manner to any unauthorized person under any circumstances. The employees of the successful Bidder

who were deployed on the project have to furnish a Non-Disclosure Agreement (NDA) as per RFP Vol 3.

2.24 Disqualification

The proposal is liable to be disqualified in the following cases or in case bidder fails to meet the bidding

requirements as indicated in this RFP:

a) Proposal not submitted in accordance with the procedure and formats prescribed in this document

or treated as non-conforming proposal.

b) During validity of the proposal, or its extended period, if any, the bidder increases its quoted

prices.

c) The bidder‟s proposal is conditional and has deviations from the terms and conditions of RFP.

d) Proposal is received in incomplete form.

e) Proposal is received after due date and time.

f) Proposal is not accompanied by all the requisite documents.

g) Information submitted in technical bid is found to be misrepresented, incorrect or false,

accidentally, unwittingly or otherwise, at any time during the processing of the contract (no matter

at what stage) or during the tenure of the contract including the extension period if any.

h) Financial bid is enclosed with the same envelope as technical bid.

i) Bidder tries to influence the proposal evaluation process by unlawful/corrupt/fraudulent means at

any point of time during the bid process.


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j) In case any one party submits multiple proposals or if common interests are found in two or more

bidders, the bidders are likely to be disqualified, unless additional proposals/bidders are

withdrawn upon notice immediately.

2.25 Key Personnel

DGE&T has identified certain key positions and minimum qualifications for each of these positions that

should be part of project team of the bidder (hereby referred to as “key personnel”). Details of these key

positions are provided in Section 3.6.4.

2.25.1Initial Composition; Full Time Obligation; Continuity of Personnel

Bidder shall ensure that each member of the Key Personnel devotes substantial working time to perform the

services to which that person has been assigned as per the proposal.

Bidder shall not make any changes to the composition of the Key Personnel and not require or request any

member of the Key Personnel to cease or reduce his or her involvement in the provision of the Services

during the Term:

i. unless that person resigns, is terminated for cause, dies, is long-term disabled, is on permitted

mandatory leave under Applicable Law or retires; or

ii. without DGE&T's prior written consent

2.25.2 Evaluations

Bidder shall carry out an evaluation of the performance of each member of the Key Personnel in connection

with the Services at least once in each Contract Year. Bidder shall provide reasonable written notice to

DGE&T of the date of each evaluation of each member of the Key Personnel and DGE&T shall be entitled to

provide Bidder with input for each such evaluation.

Bidder shall promptly provide the results of each evaluation to DGE&T, subject to Applicable Law.

2.25.3 Replacement

In case the resource has resigned then the Bidder has to inform DGE&T within one week of such resignation.

Bidder shall promptly initiate a search for a replacement to ensure that the role of any member of the Key

Personnel is not vacant at any point in time during the contract period, subject to reasonable extensions

requested by Bidder of DGE&T.

Before assigning any replacement member of the Key Personnel to the provision of the Services, Bidder shall

provide DGE&T with:

i. a resume, curriculum vitae and any other information about the candidate that is reasonably

requested by DGE&T; and

ii. an opportunity to interview the candidate.

The bidder has to provide replacement resource of equal or better qualification and experience.

If DGE&T objects to the appointment, Bidder shall not assign the individual to that position and shall seek

an alternative candidate in accordance with this Section.


Page 27 of 69

The bidder has to ensure at least 4 weeks of overlap period in such replacements. DGE&T will not be

responsible for any knowledge transition to the replacement resource and any impact/ escalation of cost

because of replacement has to be incurred by the Bidder only.

2.25.4 High Attrition

If in the first 6 month period from the Contract Effective Date or in any rolling 12 months period during the

Term, 15 percent or more of the members of the Key Personnel cease or reduce their involvement in the

Services for any reason other than with DGE&T's prior written consent, Bidder shall:

i. provide DGE&T with a reasonably detailed explanation as to the reasons for such change, including,

where applicable and permitted, notes from any exit interviews conducted by Bidder with any

departing member of the Key Personnel; and

ii. if such change to Key Personnel has or is likely to have any material adverse impact on the provision

of the Services or any substantial part thereof, undertake, at its own costs, such remediation acts as

are reasonably necessary in order to improve the retention of the Key Personnel including making

reasonable changes to the human resources policies and procedures applicable to the Key Personnel

(including those related to compensation, benefits and other conditions so that they are competitive

with the market) as may be necessary to ensure that such policies and procedures comply with Good

Industry Practice.

2.26 Fraud and Corrupt Practices

a) The Bidders and their respective officers, employees, agents and advisers shall observe the highest

standard of ethics during the Selection Process. Notwithstanding anything to the contrary contained in

this RFP, DGE&T shall reject a Proposal without being liable in any manner whatsoever to the Bidder, if

it determines that the Bidder has, directly or indirectly or through an agent, engaged in corrupt practice,

fraudulent practice, coercive practice, undesirable practice or restrictive practice (collectively the

“Prohibited Practices”) in the Selection Process. In such an event, DGE&T shall, without prejudice to its

any other rights or remedies, forfeit and appropriate the EMD or PBG, as the case may be, as mutually

agreed genuine pre-estimated compensation and damages payable to DGE&T for, inter alia, time, cost

and effort of DGE&T, in regard to the RFP, including consideration and evaluation of such Bidder‟s

Proposal.

b) Without prejudice to the rights of DGE&T under Clause above and the rights and remedies which

DGE&T may have under the LOI or the Agreement, if a Bidder is found by DGE&T to have directly or

indirectly or through an agent, engaged or indulged in any corrupt practice, fraudulent practice, coercive

practice, undesirable practice or restrictive practice during the Selection Process, or after the issue of the

LOI or the execution of the Agreement, such Bidder shall not be eligible to participate in any tender or

RFP issued by DGE&T during a period of 3 years from the date such Bidder is found by DGE&T to have

directly or through an agent, engaged or indulged in any corrupt practice, fraudulent practice, coercive

practice, undesirable practice or restrictive practice, as the case may be.

c) For the purposes of this Section, the following terms shall have the meaning hereinafter respectively

assigned to them:

(i) “corrupt practice” means (i) the offering, giving, receiving, or soliciting, directly or indirectly, of

anything of value to influence the action of any person connected with the Selection Process (for

avoidance of doubt, offering of employment to or employing or engaging in any manner

whatsoever, directly or indirectly, any official of DGE&T who is or has been associated in any

manner, directly or indirectly with the Selection Process or the LOI or has dealt with matters


Page 28 of 69

concerning the Agreement or arising there from, before or after the execution thereof, at any

time prior to the expiry of one year from the date such official resigns or retires from or

otherwise ceases to be in the service of DGE&T, shall be deemed to constitute influencing the

actions of a person connected with the Selection Process); or (ii) save as provided herein,

engaging in any manner whatsoever, whether during the Selection Process or after the issue of

the LOA or after the execution of the Agreement, as the case may be, any person in respect of

any matter relating to the Project or the Award or the Agreement, who at any time has been or is

a legal, financial or technical consultant/ adviser of DGE&T in relation to any matter concerning

the Project;

(ii) “fraudulent practice” means a misrepresentation or omission of facts or disclosure of incomplete

facts, in order to influence the Selection Process;

(iii) “coercive practice” means impairing or harming or threatening to impair or harm, directly or

indirectly, any persons or property to influence any person‟s participation or action in the

Selection Process;

(iv) “undesirable practice” means (i) establishing contact with any person connected with or

employed or engaged by DGE&T with the objective of canvassing, lobbying or in any manner

influencing or attempting to influence the Selection Process; or (ii) having a Conflict of Interest;

and

(v) “restrictive practice” means forming a cartel or arriving at any understanding or arrangement

among Bidders with the objective of restricting or manipulating a full and fair competition in the

Selection Process.

2.27 Conflict of Interest

a) A bidder shall not have a conflict of interest that may affect the Selection Process or the Solution

delivery (the “Conflict of Interest”). Any Bidder found to have a Conflict of Interest shall be

disqualified. In the event of disqualification, DGE&T shall forfeit and appropriate the EMD, if

available, as mutually agreed genuine pre-estimated compensation and damages payable to DGE&T

for, inter alia, the time, cost and effort of DGE&T including consideration of such Bidder‟s Proposal,

without prejudice to any other right or remedy that may be available to DGE&T hereunder or

otherwise.

b) DGE&T requires that the bidder provides solutions which at all times hold DGE&T‟s interests

paramount, avoid conflicts with other assignments or its own interests, and act without any

consideration for future work. The bidder shall not accept or engage in any assignment that would

be in conflict with its prior or current obligations to other clients, or that may place it in a position of

not being able to carry out the assignment in the best interests of DGE&T.

c) Without limiting the generality of the above, an Bidder shall be deemed to have a Conflict of Interest

affecting the Selection Process, if:

i. the Bidder or Associates (or any constituent thereof) and any other Bidder or Associate (or any

constituent thereof) have common controlling shareholders or other ownership interest;

provided that this disqualification shall not apply in cases where the direct or indirect

shareholding or ownership interest of an Bidder, its Member or Associate (or any shareholder

thereof having a shareholding of more than 5 per cent of the paid up and subscribed share

capital of such Bidder, Member or Associate, as the case may be) in the other Bidder or

Associate is less than 5% (five per cent) of the subscribed and paid up equity share capital

thereof. For the purposes of this Clause, indirect shareholding held through one or more

intermediate persons shall be computed as follows:


Page 29 of 69

o where any intermediary controlled by a person through management control or otherwise,

the entire shareholding held by such controlled intermediary in any other person (the

“Subject Person”) shall be taken into account for computing the shareholding of such

controlling person in the Subject Person; where a person does not exercise control over an

intermediary, which has shareholding in the Subject Person, the computation of indirect

shareholding of such person in the Subject Person shall be undertaken on

o a proportionate basis; provided, however, that no such shareholding shall be reckoned

under this Sub-clause if the shareholding of such person in the intermediary is less than

26% (twenty six per cent) of the subscribed and paid up equity shareholding of such

intermediary; or

ii. a constituent of such Bidder is also a constituent of another Bidder; or

iii. such Bidder or its Associate receives or has received any direct or indirect subsidy or grant

from any other Bidder or its Associate; or

iv. such Bidder has the same legal representative for purposes of this Application as any other

Bidder; or

v. such Bidder has a relationship with another Bidder, directly or through common third parties,

that puts them in a position to have access to each other‟s‟ information about, or to influence

the Application of either or each of the other Bidder; or

vi. there is a conflict among this and other Systems Implementation/Turnkey solution

assignments of the Bidder (including its personnel and other members, if any) and any

subsidiaries or entities controlled by such Bidder or having common controlling shareholders.

The duties of the bidder will depend on the circumstances of each case. While providing

software implementation and related solutions to DGE&T for this particular assignment, the

bidder shall not take up any assignment that by its nature will result in conflict with the

present assignment; or

vii. A firm hired to provide System Integration/Turnkey solutions for the implementation of a

project, and its Members or Associates, will be disqualified from subsequently providing goods

or works or services related to the same project;

d) An Bidder eventually appointed to implement software solutions for this Project, its Associates,

affiliates and the Financial Expert, shall be disqualified from subsequently providing goods or works

or services related to the construction and operation of the same Project and any breach of this

obligation shall be construed as Conflict of Interest; provided that the restriction herein shall not

apply after a period of 12 months from the completion of this assignment; provided further that this

restriction shall not apply to software solutions delivered to DGE&T in continuation of this systems

implementation or to any subsequent systems implementation executed for DGE&T in accordance

with the rules of DGE&T.


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Section 3: Selection Process for

Bidder


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3 Selection Process for Bidder

3.1 Opening of Bids

The Proposals will be opened by DGE&T in the presence of such of those Bidders or their representatives

who may be present at the time of opening.

The representatives of the bidders should be advised to carry the identity card or a letter of authority from

the bidder firms to identify their bonafide for attending the opening of the proposal.

There will be three bid-opening events

a) Envelope 1 (RFP Document fee & Bid Security/ EMD) and Envelope 2 (Pre-Qualification bid)

b) Envelope 3 (Technical bid)

c) Envelope 4 (Commercial bid)

The venue, date and time for opening the Pre-qualification bid are mentioned in the Fact sheet. The date and

time for opening of Technical & Commercial bid would be communicated to the qualified bidders.

All the bids will be opened before the bidders‟ representatives who choose to be present at the specified date,

time and location.

The Technical Bids of only those bidders will be opened who clear the Pre-qualification stage.

The Commercial Bids of only those bidders will be opened who score equal to or more than qualifying marks

in Technical Bid.

3.2 Preliminary Examination of Bids

DGE&T will examine the bids to determine whether they are complete, whether the documents have been

properly signed and whether the bids are generally in order. Any bids found to be non-responsive for any

reason or not meeting any criteria specified in the RFP, will be rejected by DGE&T and shall not be included

for further consideration.

Initial Bid scrutiny will be held and bids will be treated as non-responsive, if bids are:

Not submitted in format as specified in the RFP document

Received without the Letter of Authorization (Power of Attorney)

Found with suppression of details

With incomplete information, subjective, conditional offers and partial offers submitted

Submitted without the documents requested

Non-compliant to any of the clauses mentioned in the RFP

With lesser validity period

3.3 Clarification on Bids

During the bid evaluation, DGE&T may, at its discretion, ask the Bidder for a clarification of its bid. The

request for clarification and the response shall be in writing, and no change in the price or substance of the

bid shall be sought, offered, or permitted.


Page 32 of 69

3.4 Evaluation Process

DGE&T will constitute a Proposal Evaluation Committee to evaluate the responses of the bidders. The

Proposal Evaluation Committee constituted by DGE&T shall evaluate the responses to the RFP and all

supporting documents / documentary evidence. Inability to submit requisite supporting documents /

documentary evidence, may lead to rejection.

The decision of the Proposal Evaluation Committee in the evaluation of proposals shall be final. No

correspondence will be entertained outside the process of evaluation with the Committee. The Proposal

Evaluation Committee may ask for meetings with the Bidders to seek clarifications or conformations on their

proposals.

The Proposal Evaluation Committee reserves the right to reject any or all proposals. Each of the responses

shall be evaluated as per the criteria and requirements specified in this RFP.

The steps for evaluation are as follows:

3.4.1 Stage 1: Pre-Qualification

1. DGE&T shall open Envelope 1 marked “RFP Document fee & Bid Security/ Earnest Money Deposit

(EMD)”.

2. If the contents of the Envelope 1 are as per requirements, DGE&T shall open the Envelope 2 marked

“Pre-Qualification Bid”. Each of the Pre-Qualification condition mentioned in Section 1.1 is

MANDATORY. In case the Bidder does not meet any one of the conditions, the bidder will be

disqualified.

3. Bidders would be informed of their qualification/disqualification based on the Pre-Qualification

criteria through Email and Phone. The Bid Security amount and the Unopened Technical &

Commercial Bids will be returned to the respective disqualified Bidders after the submission of Bank

Guarantee by the successful Bidder.

3.4.2 Stage 2: Technical Evaluation

1. Envelope 3 marked as “Technical bid” will be opened only for the bidders who succeed in Stage 1.

2. DGE&T will review the technical bids of the short-listed bidders to determine whether the technical

bids are substantially responsive. Bids that are not substantially responsive are liable to be disqualified

at DGE&T‟s discretion.

3. The bidders' technical solutions proposed in the bid document will be evaluated as per the

requirements specified in the RFP and technical evaluation framework as mentioned in Section 1.1.

4. Each Technical Bid will be assigned a technical score out of a maximum of 1000 marks. Only the

bidders who get a Technical score of 65% or more (prior to normalization) will qualify for

commercial evaluation stage. Failing to secure minimum marks shall lead to technical rejection of the

Bid and Bidder.

5. The Final Normalized technical score of the Bidder shall be calculated as follows:

Normalized Technical Score of a Bidder = {Technical Score of that Bidder / Score of the

Bidder with the highest technical score} X 1000 (adjusted to 2 decimals)


Page 33 of 69

Example:

Bidders Technical Score Calculation Normalized Technical

Score

Bidder-1 880 (880/950)*1000 926.3

Bidder-2 900 (900/950)*1000 947.3

Bidder-3 800 (800/950)*1000 842.1

Bidder-4 950 (950/950)*1000 1000

3.4.3 Stage 3: Commercial Evaluation

1. All the technically qualified bidders will be notified to participate in Commercial Bid opening process.

2. The commercial bids for the technically qualified bidders will then be opened on the notified date and

time and reviewed to determine whether the commercial bids are substantially responsive. Bids that

are not substantially responsive are liable to be disqualified at DGE&T‟s discretion.

3. Commercial Bids that are not meeting the condition mentioned in Section 2.12 shall be liable for

rejection.

4. The Bidder is required to provide the cost under the following 3 heads:

Initial Content Development Cost

Operating Cost

Additional Cost

The weights assigned to the three heads are:

Initial Content Development Cost – 50%

Operating Cost – 35%

Additional Cost – 15%

Weighted cost for Bidder would be calculated as:

Weighted Cost = 0.5 * Initial Content Development Cost + 0.35 * Discounted Operating

Cost + 0.15* Additional Cost

Note: The discounted quote is the net present value (NPV) of total cash outflow for DGE&T for five years

discounted at 10%.

5. The Normalized commercial score of the technically qualified bidders will be calculated, while

considering the Commercial quote given by each of the Bidders in the Commercial Bid as follows:

Normalized Commercial Score of a Bidder = {lowest weighted quote / Bidders weighted

quote} X 1000 (adjusted to 2 decimals)

Example:

Bidders Weighted Commercial quote Calculation Normalized


Page 34 of 69

given by Bidders (In lakhs) Commercial Score

Bidder-1 110 (110/110)*1000 1000

Bidder-2 140 (110/140)*1000 785.7

Bidder-3 160 (110/160)*1000 687.5

Bidder-4 130 (110/130)*1000 846.1

6. The bid price will include all taxes and levies and shall be in Indian Rupees and mentioned separately.

7. Any conditional bid would be rejected

8. Errors & Rectification: Arithmetical errors will be rectified on the following basis:

a. “If there is a discrepancy between the unit price and the total price that is obtained by

multiplying the unit price and quantity, the unit price shall prevail and the total price shall

be corrected.

b. If there is a discrepancy between words and figures, the amount in words will prevail.”

3.4.4 Stage 4: Final score calculation through QCBS

1. The final score will be calculated through Quality and Cost selection method based with the following

weight-age:

Technical: 70%

Commercial: 30%

Final Score = (0.70*Normalized Technical Score) + (0.30* Normalized Commercial Score)

Example:

Bidders Normalized technical

score

Normalized commercial

score

Final Score

(70:30)

Bidder-1 926.3 1000 948.4

Bidder-2 947.3 785.7 898.8

Bidder-3 842.1 687.5 795.7

Bidder-4 1000 846.1 953.8

2. The bidder with the highest Final score shall be treated as the Successful bidder.

In the above example, Bidder-4 will be treated as successful bidder.

3. In the event the Final scores are „tied‟, the bidder securing the highest technical score will be

adjudicated as the Best Value Bidder for award of the Project.


Page 35 of 69

3.5 Pre-Qualification Criteria

The Bidder's pre-qualification bid will be evaluated as per the following criteria:

# Parameter Pre-qualification criteria Description Evidence required

1. Legal Entity Bidder should be

A company incorporated in India under the Companies Act, 1956 and subsequent

amendments thereto or a partnership firm registered under LLP Act, 2008.

Registered with the Service Tax Authorities

Should have been operating for the last three years.

Copy of Certificate of

Incorporation

Copy of Registration Certificates

2. Consortiums Consortium is NOT allowed. NA

3. Sales Turnover Bidder should have had an average annual turnover of at least INR 10 Crores in the

last 3 financial years (FY 2011-12, 2012-13, 2013-14) out of which at least INR 1 Crore

per year should be from content / curriculum / courseware development /

Knowledge Management

Audited financial statements for

the last three financial years.

Or

Certificate from the Statutory

Auditor

4. Profitability Bidder should be profit making as per the audited consolidated financial statements

in at least 2 of the last 3 financial years (FY 2011-12, 2012-13, 2013-14).

Audited financial statements for

the last three financial years.

Or

Certificate from the Statutory

Auditor

5. Experience in Content

Development

The Bidder should have experience of content development for the following number

of projects in the last five (5) years from the date of submission of bid:

Completion Certificates from the

client; OR


Page 36 of 69

# Parameter Pre-qualification criteria Description Evidence required

One project of value more than INR 3 Crore

or

Two projects of value more than INR 1 Crore each

or

Three projects of value more than INR 0.5 Crore each

Note: Content development specifically for hosting on portal (internal/ external)/

e-learning modules/ knowledge Management System shall only be considered.

Work Order + Self Certificate of

Completion (Certified by the

Statutory Auditor); OR

Work Order + Phase Completion

Certificate from the client

6. Experience in Knowledge

Management

The Bidder should have the experience of executing at least 1 project in India

involving knowledge management.

Note: Knowledge Management includes development, maintenance, and update of

the content developed as part of the project.

Completion Certificates from the

client; OR

Work Order + Self Certificate of

Completion (Certified by the

Statutory Auditor); OR

Work Order + Phase Completion

Certificate from the client

7. Certifications Bidder should have valid ISO certification at the time of submission of bid Valid ISO certificate for quality or

process

8. Blacklisting Bidder should not have been blacklisted by Govt. of India/ Central PSU in the last 5

years preceding the date of submission of the bid.

Self-certificate letter undertaking

to this effect on company's letter

head signed by company‟s

authorized signatory.

Bidder must disclose any

blacklisting. DGE&T reserves the

right to select or reject the Bidder


Page 37 of 69

Successful Bidder will be required to establish a functioning office in Delhi NCR within 1 month of award of contract, in case an office is not already present in NCR.

All the citations that have to be provided for pre-qualification criteria shall be as per the format provided in Section 6.2.


Page 38 of 69

3.6 Technical Evaluation Framework

The Bidder's technical solution proposed in the Technical Evaluation bid document will be evaluated as per

the evaluation criteria mentioned in the following table.

# Evaluation Criteria Total Marks

1. Bidder‟s Financial Credentials 100

2. Bidder‟s Experience 300

3. Approach & Methodology 200

4. Resource Planning 100

5. Presentation & Demo 300

Total 1000

DGE&T (or a nominated party) reserves the right to check/ validate the authenticity of the information

provided in the Pre-qualification and Technical Evaluation criteria and the requisite support must be

provided by the Bidder.

The following sections explain how the Bidders will be evaluated on each of the evaluation criteria.

3.6.1 Bidder’s Financial Credentials

# Criteria Criteria Details Marks Allotted

1. Sales Turnover

Average Annual Turnover of the Bidder as

per the audited consolidated financial

statements for the last 3 financial years

preceding the date of submission of bid:

>10 Crore & <= 15 Crore: 40 Marks




100

TOTAL 100

3.6.2 Bidder’s Experience

# Citation Citation Details Documentary Evidence Marks

Allotted


Page 39 of 69

# Citation Citation Details Documentary Evidence Marks

Allotted

1.

Experience in

Content

Development

Experience of implementing projects

of value at least INR 0.5 Crore each,

in India, involving Content

development during the last five (5)

years from the date of submission of

bid:

3 citations (atleast 1 should be

successfully completed) = 100,



1 citation (successfully completed) =

60

Completion Certificates

from the client; OR

Work Order + Self

Certificate of Completion

(Certified by the Statutory

Auditor); OR

Work Order + Phase

Completion Certificate from

the client

100

2.

Experience in

Skill related

Content

Development

Experience of implementing projects

of value at least INR 0.5 Crore each,

in India, involving Content

development in the area of skill

development/ career counselling/ job

qualification pack/ e-learning during

the last five (5) years from the date of

submission of bid:






60


from the client; OR

Work Order + Self



Auditor); OR

Work Order + Phase


the client

100

3.

Experience in

Knowledge

Management

System

Experience of executing projects, in

India, involving knowledge

management during the last five (5)

years from the date of submission of

bid.






60


from the client; OR

Work Order + Self



Auditor); OR

Work Order + Phase


the client.

100

TOTAL 300


Page 40 of 69

3.6.3 Approach & Methodology

# Criteria Criteria Details

Marks

Allotted

1.

Understanding of Business

& Scope of work and all

aspect of the Project

Demonstrated level of understanding of the DGE&T

business processes, the project purpose and scope of

work.

Average 12

Good 24

Very Good 36

Excellent 40

40

2. Approach for

Implementation

Approach for project implementation and bidder's

plan for performing the required services as detailed

in scope of work in the RFP

Average 12

Good 24

Very Good 36

Excellent 40

40

3. Proposed Project Governance

Proposed Governance Structure, clearly defined roles

and responsibilities, escalation matrix, risk

mitigation and interface between multiple

stakeholders

Average 6

Good 12

Very Good 16

Excellent 20

20

4. Incorporating Best practices

Approach for embedding industry accepted best

practices in DGE&T solution

Average 12

Good 24

Very Good 36

Excellent 40

40

5. SLA compliance

Approach for ensuring SLA compliance and also for

improving SLAs on a continuous basis

Average 6

Good 12

Very Good 16

Excellent 20

20


Page 41 of 69

# Criteria Criteria Details

Marks

Allotted

6. Value addition

How will the bidder add value to DGE&T operations

and continuously help in improving the operations

through your solution

Average 12

Good 24

Very Good 36

Excellent 40

40

TOTAL 200

3.6.4 Resource Planning

# Criteria Criteria Details Marks

Allotted

1. Resource Deployment Plan

Bidder would be evaluated for Resource Deployment

Plan

Average 15

Good 20

Very Good 30

Excellent 40

40

2. Project Manager Should fulfil basic minimum qualification as

mentioned in subsequent table in terms of

Qualification & Certification

Total experience

Experience in similar assignments

20

3. Subject Matter Expert –

Content Development 20


Knowledge Management 20

TOTAL 100

Following table specifies the minimum qualification required for Key Positions identified for this project.

# Position Minimum Qualifications


Page 42 of 69

# Position Minimum Qualifications

1. Project Manager (1

person)

Education: Full Time Post Graduate

Total Experience: At least 10 years

Should have more than 5 years of experience of handling such large

projects as a project manager in the area of skills/ career counselling/ job

qualification pack/ e-learning

Languages known (Read, Write and Speak): Hindi, English

Excellent writing, communication, time management and multi-tasking

skills

2.

Subject Matter

Expert – Content

Development (2

person)

Education: Full time Post Graduate


Should have experience of more than 1 large project of similar nature in

content development in the area of skills/ career counselling/ job


3.

Subject Matter

Expert – Knowledge

Management (2

person)

Education: Full time Post Graduate


Should have experience of more than 1 large project of similar nature in

knowledge management in the area of skills/ career counselling/ job


3.6.5 Presentation & Demo

# Criteria Criteria Details Marks Allotted

1. Presentation & Demo

Demonstration of the career content

including industry & job code definition

around following 5 sample job profiles:

IT and ITeS: Mobile App Developer

Retail: Store Supervisor

Banking, Financial Services &

Insurance: Financial Engineer

Construction: TMT Bar bender

Beauty & Wellness: Nutritionist

Average

150

Good 200

Very Good 250

Excellent 300

300

TOTAL 300


Page 43 of 69

Section 4: Award of Contract


Page 44 of 69

4 Award of Contract

4.1 Notification of Award

DGE&T will notify the successful Bidder in writing by e-mail followed by courier, to be confirmed by the

Bidder in writing by email followed by courier.

4.2 Signing of Contract

After the notification of award, DGE&T will issue Purchase Order (PO)/ Letter of Intent (LOI). The Bidder

shall sign and return back to DGE&T duplicate copy of the Purchase Order as an acceptance of the PO/ LOI

within 15 working days from the date of issuance of PO/ LOI along with a Performance Bank Guarantee.

On receipt of the Performance Bank Guarantee DGE&T shall enter into a contract. The Master Service

Agreement is provided in RFP Vol 3.

4.3 Performance Bank Guarantee (PBG)

The successful Bidder shall at his own expense deposit with DGE&T, within fifteen (15) working days from

the date of issuance of PO, an unconditional and irrevocable Performance Bank Guarantee (PBG) from a

bank acceptable to DGE&T, in the format prescribed in Section 9.1, payable on demand, for the due

performance and fulfilment of the contract by the bidder.

This Performance Bank Guarantee will be for an amount equivalent to 10% of total contract value. PBG

shall be invoked by DGE&T in the event the Bidder:

i. fails to meet the overall penalty condition as mentioned in RFP Vol 2 Section 6 or any changes

agreed between the parties,

ii. fails to perform the responsibilities and obligations as set out in the RFP to the complete satisfaction

of DGE&T,

iii. Misrepresentations of facts/information submitted to DGE&T.

The performance bank guarantee shall be valid till satisfactory completion of Post Implementation Support.

The performance bank guarantee may be discharged/returned by DGE&T upon being satisfied that there has

been due performance of the obligations of the bidder under the contract. However, no interest shall be

payable on the performance bank guarantee.

In the event of the Bidder being unable to service the contract for whatever reason, DGE&T would invoke the

PBG. Notwithstanding and without prejudice to any rights whatsoever of DGE&T under the contract in the

matter, the proceeds of the PBG shall be payable to DGE&T as compensation for any loss resulting from the

bidder‟s failure to perform/comply its obligations under the contract. DGE&T shall notify the bidder in

writing of the exercise of its right to receive such compensation within 40 days, indicating the contractual

obligation(s) for which the bidder is in default.

DGE&T shall also be entitled to make recoveries from the bidder‟s bills, performance bank guarantee, or

from any other amount due to him, an equivalent value of any payment made to him due to inadvertence,

error, collusion, misconstruction or misstatement.


Page 45 of 69

In case the project is delayed beyond the project schedule as mentioned in RFP Vol 2, the performance bank

guarantee shall be accordingly extended by the Bidder till completion of scope of work as mentioned in RFP

Vol 2.

This Performance Bank Guarantee shall be valid only up to the completion of the period of „Go-Live‟ + 60

months for the Solution.

On satisfactory performance and completion of the order in all respects and duly certified to this effect by the

Project Coordinator, Contract Completion Certificate will be issued and the PBG will be returned to the

Bidder.

4.4 Warranty & Maintenance

Bidder shall also provide complete maintenance support for all the proposed integrated solution as outlined

in this RFP for a period of Sixty months from the date of go-live i.e. “Go-Live” + 60 months. “Go-live” is the

date on which the proposed solution is completely operational as per the requirements provided in this RFP

and all the acceptance tests are successfully concluded to the satisfaction of DGE&T.

During the warranty period, the bidder shall warrant that the goods supplied under the contract are new,

unused, of the most recent version/ models and incorporate all recent improvements in design and materials

unless provided otherwise in the contract. The bidder further warrants that the goods supplied under this

contract shall have no defects arising from design, materials or workmanship.

DGE&T or designated representatives of the bidder shall promptly notify successful bidder in writing of any

claims arising under this warranty. Upon receipt of such notice, the bidder shall, within the warranty period

and with all reasonable speed, repair or replace the defective systems, without costs to DGE&T and within

time specified and acceptable to DGE&T.

If the successful bidder, having been notified, fails to remedy the defect(s) within the period specified in the

contract, DGE&T may proceed to take such reasonable remedial action as may be necessary, at the successful

bidder‟s risk and expense and without prejudice to any other rights, which DGE&T may have against the

bidder under the contract.

During the comprehensive warranty period, the successful bidder will provide all product(s) and

documentation updates, patches/fixes, and version upgrades within 15 days of their availability and should

carry out installation and make operational the same at no additional cost to DGE&T.

The successful bidder hereby warrants DGE&T that:

i. The implemented integrated solution represents a complete, integrated solution meeting all the

requirements as outlined in the RFP and further amendments if any, and provides the functionality

and performance, as per the terms and conditions specified in the contract.

ii. The proposed integrated solution will achieve parameters delineated in the technical specification/

requirement.

iii. The successful bidder will be responsible for warranty services from licensers of products included in

the systems.

iv. The successful bidder undertakes to ensure the maintenance of the acceptance criterion/standards

in respect of the systems during the warranty period.


Page 46 of 69

4.5 Failure to agree with the Terms & Conditions of the RFP

Failure of the successful bidder to agree with the Terms & Conditions of the RFP shall constitute sufficient

grounds for the annulment of the award, in which event DGE&T may award the contract to the next best

value bidder or call for new proposals.

In such a case, DGE&T shall invoke the PBG and/or forfeit the EMD.


Page 47 of 69

Annexure


Page 48 of 69

5 Annexure 1 – Template for Pre-Bid Queries

Bidder shall submit all pre-bid queries in excel in the following format.

# Page No Section (Name &

No.)

Statement as per tender

document

Query by

bidder

Reason for

Query

1

2

3

4

5


Page 49 of 69

6 Annexure 2 – Formats for Submission of the Pre-

Qualification Bid

6.1 Pre-Qualification Bid Covering Letter

To,

<Location, Date>

Shri I K Srivastava





New Delhi-110001


Phone number: 011-23386737, 011-23350896

Subject: Submission of the Pre-Qualification bid for National Career Service Project (NCSP)

Dear Sir,

We, the undersigned, offer to provide Systems Integrator services to DGE&T with reference to your Request

for Proposal dated <insert date> and our Proposal. We are hereby submitting our Pre-qualification bid.

We hereby declare that all the information and statements made in this Pre-qualification bid are true and

accept that any misinterpretation contained in it may lead to our disqualification.

We agree to abide by all the terms and conditions of all the volumes of this RFP document. We would hold

the terms of our proposal valid for the number of days as stipulated in the RFP document.

Yours sincerely,

(Authorised Signatory)

Signature:

Name:

Designation:

Address:

Seal:

Date:


Page 50 of 69

6.2 Pre-Qualification Citations

S. No. Item Bidder’s Response

1. Proposed Product/ Solution

(for which the citation has been provided)

2. Name of Bidder entity

3. Assignment Name

4. Name of Client

5. Country

6. Contact Details

(Contact Name, Address, Telephone Number)

7. Approximate Value of the Contract

8. Duration of Assignment (months)

9. Award Date (month/year)

10. Completion Date (month/year)

11. Narrative description of the project

12. Details of Work that defines the scope

relevant to the requirement

13. Documentary Evidence attached


Page 51 of 69

6.3 No Deviation Certificate

This is to certify that our offer is exactly in line with your tender enquiry/RFP (including amendments) no.

_________ dated __________. This is to expressly certify that our offer contains no deviation either

Technical or Commercial in either direct or indirect form.


Signature:

Name:

Designation:

Address:

Seal:

Date:


Page 52 of 69

6.4 Total Responsibility

This is to certify that I undertake the total responsibility for developing and managing the content for

„Knowledge Repository‟ and provide continuous services as per the requirement of the RFP for the duration

mentioned in all the volumes of the RFP.


Signature:

Name:

Designation:

Address:

Seal:

Date:


Page 53 of 69

7 Annexure 3 – Formats for Submission of the Technical

Bid

7.1 Technical Bid Covering Letter

To,

<Location, Date>

Shri I K Srivastava





New Delhi-110001


Phone number: 011-23386737, 011-23350896

Subject: Submission of the Technical bid for National Career Service Project (NCSP)

Dear Sir,

We, the undersigned, offer to provide content development services to DGE&T with reference to your

Request for Proposal dated <insert date> and our Proposal. We are hereby submitting our Proposal, which

includes Pre-qualification bid, Technical bid and the Commercial Bid sealed in a separate envelope.

We hereby declare that all the information and statements made in this Technical bid are true and accept

that any misinterpretation contained in it may lead to our disqualification.

We agree to abide by all the terms and conditions of all the volumes of this RFP document. We would hold

the terms of our bid valid for the number of days as stipulated in the RFP document.

We understand you are not bound to accept any Proposal you receive.

Yours sincerely,


Signature:

Name:

Designation:

Address:

Seal:

Date:


Page 54 of 69

7.2 Checklist

S. No. Checklist Items Bidder’s Response (Yes/ No)

1. RFP Document Fees

2. Earnest Money Deposit (EMD)

3. Non-blacklisting undertaking

4. No Deviation Certificate

5. Total Responsibility Certificate

6. Power of Attorney

7. Pre-Qualification Bid – 2 hardcopies (1 original and

1 duplicate)

8. Technical Bid – 2 hardcopies (1 original and 1

duplicate)

9. Commercial Bid – 1 hardcopy

10. CD contain softcopy of

- Pre-qualification bid

- Technical bid

- Commercial bid


Page 55 of 69

7.3 Bidder’s General Information


1. Company Name

2. Year

Established

3.

Incorporated in

India (Yes or

No)

4. Role <Scope of Work to be handled>

5. Contact Name

6. Position

7. Address

8. Mobile

9. Telephone

10. Fax Number

11. Email Address


Page 56 of 69

7.4 Bidder’s Experience - Client Citations


1. Proposed Product/ Solution

(for which the citation has been provided)

2. Name of Bidder entity

3. Assignment Name

4. Name of Client

5. Country

6. Contact Details

(Contact Name, Address, Telephone Number)

7. Approximate Value of the Contract

8. Duration of Assignment (months)

9. Award Date (month/year)

10. Completion Date (month/year)

11. Narrative description of the project

12. Details of Work that defines the scope

relevant to the requirement

13. Documentary Evidence attached


Page 57 of 69

7.5 Resource Deployment Plan

I. Before Go-Live (Implementation)

# Role Name

Months

Total Staff

person-month

proposed

Distribution of Total

1

2

3

4

5

6

7

8

9

10

11

12

Total Onsite Offshore

1. Project Manager


Training & Content-1


Knowledge

Management-1

4. < Subject Matter Expert –

Training & Content-2


Knowledge

Management-2

6. <Add more rows>


Page 58 of 69

II. After Go-Live

# Role Name

Years

1

2

3

4

5

Total

1.

2.

3.

4.

5.

>75%

>50% & <=75%

>25% & <=50%

<=25%


Page 59 of 69

7.6 Curriculum Vitae (CV) of Team Members


1. Name

2. Specify role to be played in the

project

3. Name of Organization

4. Number of years with the Current

Organization

5. Total Experience (in Years)

6. Experience in yrs. (Provide details regarding name of organizations worked

for, Designation, responsibilities, tenure etc.)

Name of

Organization From To

Designation/

Responsibilities

6.1.

6.2.

7. Summarized professional experience (Relevant to the Current Project) in

reverse chronological order

From To

Company / Project / Position /

Relevant Functional, Technical and

Managerial experience

7.1.

7.2.

8. Educational Background, Training / Certification including institutions, % of

marks, specialization areas etc.

Degree Year of Award of

Degree University % of marks

8.1.

8.2.


Page 60 of 69

7.7 Project Plan

S. No. Activity Months

1

2

3

4

5

6

7

8

9

10

11

12

1.

2.

3.

4.

5.

6.

7.


Page 61 of 69

8 Annexure 4 – Formats for Submission of the

Commercial Bid

8.1 Commercial Bid Covering Letter

To:

<Location, Date>

Shri I K Srivastava





New Delhi-110001


Phone number: 011-23386737, 011-23350896

Subject: Submission of the Commercial bid for National Career Service (NCSP)

Dear Sir/Madam,

We, the undersigned, offer to provide our Services for National Career Service Project (NCSP) in accordance

with your Request for Proposal dated <<Date>> and our Proposal. Our attached Commercial Bid is for the

amount of <<Amount in words and figures>>. This amount is inclusive of all the taxes.

1. PRICE AND VALIDITY

All the prices mentioned in our bid are in accordance with the terms as specified in the RFP

documents. All the prices and other terms and conditions of this Bid are valid for a period of <days>

calendar days from the date of opening of the Bid.

We hereby confirm that our prices include all taxes. However, all the taxes are quoted separately

under relevant sections.

We understand that the actual payment would be made as per the existing indirect tax rates during

the time of payment.

2. UNIT RATES

We have indicated in the relevant forms enclosed the unit rates for the purpose of on account of

payment.

3. RFP PRICING

We further confirm that the prices stated in our bid are in accordance with your Instruction to Bidders

included in RFP documents.

4. QUALIFYING DATA


Page 62 of 69

We confirm having submitted the information as required by you in your Instruction to Bidders. In case

you require any other further information/documentary proof in this regard before evaluation of our

bid, we agree to furnish the same in time to your satisfaction.

5. BID PRICE

We declare that our Bid Price is for the entire scope of the work as specified in all the Volumes of this

RFP and Annexure thereto. Our bid prices are mentioned in the submitted Commercial Bid.

6. PERFORMANCE BANK GUARANTEE

We hereby declare that in case the contract is awarded to us, we shall submit the Performance Bank

Guarantee as specified in the Section 9.1 of this RFP document.

Our Commercial Bid shall be binding upon us subject up to expiration of the validity period of the Proposal,

i.e., [Date].

We understand you are not bound to accept any Proposal you receive.

We hereby declare that our bid is made in good faith, without collusion or fraud and the information

contained in the bid is true and correct to the best of our knowledge and belief.

Thanking you,


Signature:

Name:

Designation:

Address:

Seal:

Date:


Page 63 of 69

8.2 Total Cost of Ownership with Taxes

# Component Cost (in number) Cost (in words)

1. Total Initial Content Development Cost (From Section 8.3.2)

2. Total Operating Cost (From Section 8.4.2)

3. Total Additional Cost (From Section 8.5.2)

Total Cost of Ownership with taxes


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8.3 Initial Content Development Cost

8.3.1 Initial Content Development Cost (without Tax)

# Component Cost (in number) Cost (in words)

1. Development of Career Map for key priority skill sectors (Defined in Vol. 2) as per NCO 2014

2. Analysis of all Job Codes in terms of relevance

3. Development of Career Map for all key skill sectors (Defined in Vol. 2) as per NCO 2014

Total Initial Content Development Cost

8.3.2 Initial Content Development Cost (with Tax)

# Commercial Bid Line Item Base price

in INR Excise Duty VAT CST Service Tax Total cost in

INR Total amount

in words % Amount % Amount % Amount % Amount

1. Total Initial Content Development Cost (From Section 8.3.1)

TOTAL COST (X)

2.A Minimum guaranteed CENVAT credit on account of Service Tax

2.B Input Tax credit on account of VAT

TOTAL Y (2.A + 2.B)

Total Initial Content Development Cost (X-Y)


Page 65 of 69

8.4 Operating Cost

8.4.1 Operating Cost (3 years+1+1) (Without Tax)

# Component Year 1

A

Year 2

B

Year 3

C

Year 4

D

Year 5

E

Total

(A+B+C+D+E)

1. Maintenance of Knowledge Repository

Total Operating Cost

8.4.2 Operating Cost (With Tax)



INR Total amount


1. Total Operating Cost (From Section 8.4.1)

TOTAL COST (X)



TOTAL Y (2.A + 2.B)

Total Operating Cost (X-Y)


Page 66 of 69

8.5 Additional Cost

8.5.1 Additional Cost (Without Tax)

# Component Unit

A

Cost per Unit

B

Number of Units

C

Cost

(A*B*C)

1. New NCO Code & associated Career Map Per Job Code 20

2. Training Pack (Specialized training modules for Career Councillors)

Module of 10 hours 10

3. Blended Manpower Cost Man-Month 36

4. HTML Content: Average size 120kb/page Per Page 50

5. Power Point Presentation Per Slide 100

6. Audio visual content Per minute 120

Total Additional Cost

8.5.2 Additional Cost (With Tax)



INR Total amount


1. Total Additional Cost (From Section 8.5.1)

TOTAL COST (X)



TOTAL Y (2.A + 2.B)

Total Additional Cost (X-Y)


Page 67 of 69

9 Annexure 5 – Template for PBG

9.1 Performance Bank Guarantee

PERFORMANCE SECURITY:

<Name>

<Designation>

<Address>

<Phone Nos.>

<Fax Nos.>

<email id>

Whereas, <<name of the supplier and address>> (hereinafter called “the bidder”) has undertaken, in

pursuance of contract no. <Insert Contract No.> dated. <Date> to provide Implementation services for

<<name of the assignment>> to DGE&T (hereinafter called “the beneficiary”)

And whereas it has been stipulated by in the said contract that the bidder shall furnish you with a bank

guarantee by a recognized bank for the sum specified therein as security for compliance with its obligations

in accordance with the contract;

And whereas we, <Name of Bank> a banking company incorporated and having its head /registered office

at <Address of Registered Office> and having one of its office at <Address of Local Office> have agreed to

give the supplier such a bank guarantee.

Now, therefore, we hereby affirm that we are guarantors and responsible to you, on behalf of the supplier, up

to a total of Rs.<Insert Value> (Rupees <Insert Value in Words> only) and we undertake to pay

you, upon your first written demand declaring the supplier to be in default under the contract and without

cavil or argument, any sum or sums within the limits of Rs. <Insert Value> (Rupees <Insert Value in

Words> only) as aforesaid, without your needing to prove or to show grounds or reasons for your demand

or the sum specified therein.

We hereby waive the necessity of your demanding the said debt from the bidder before presenting us with

the demand.

We further agree that no change or addition to or other modification of the terms of the contract to be

performed there under or of any of the contract documents which may be made between you and the Bidder

shall in any way release us from any liability under this guarantee and we hereby waive notice of any such

change, addition or modification.

This Guarantee shall be valid until <<Insert Date>>)

Notwithstanding anything contained herein:

I. Our liability under this bank guarantee shall not exceed Rs. <Insert Value> (Rupees <Insert Value in

Words> only).


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II. This bank guarantee shall be valid up to <Insert Expiry Date>)

III. It is condition of our liability for payment of the guaranteed amount or any part thereof arising under

this bank guarantee that we receive a valid written claim or demand for payment under this bank guarantee

on or before <Insert Expiry Date>) failing which our liability under the guarantee will automatically cease.

9.2 Bank Guarantee for Earnest Money Deposit

To,

<Name>

<Designation>

<Address>

<Phone Nos.>

<Fax Nos.>

<email id>

Whereas <<Name of the bidder>> (hereinafter called 'the Bidder') has submitted the bid for Submission of

RFP # <<RFP Number>> dated <<Date>> for <<Name of the assignment>> (hereinafter called "the Bid")

to <<Nodal Agency>>

Know all Men by these presents that we << >> having our office at <<Address>> (hereinafter called "the

Bank") are bound unto the <<Nodal Agency>> (hereinafter called "the Purchaser") in the sum of Rs.

<<Amount in figures>> (Rupees <<Amount in words>> only) for which payment well and truly to be made

to the said Purchaser, the Bank binds itself, its successors and assigns by these presents. Sealed with the

Common Seal of the said Bank this <<Date>>

The conditions of this obligation are:

1. If the Bidder having its bid withdrawn during the period of bid validity specified by the Bidder on the Bid

Form; or

2. If the Bidder, having been notified of the acceptance of its bid by the Purchaser during the period of

validity of bid

(a) Withdraws his participation from the bid during the period of validity of bid document; or

(b) Fails or refuses to participate in the subsequent Tender process after having been short listed;

We undertake to pay to the Purchaser up to the above amount upon receipt of its first written demand,

without the Purchaser having to substantiate its demand, provided that in its demand the Purchaser will

note that the amount claimed by it is due to it owing to the occurrence of one or both of the two conditions,

specifying the occurred condition or conditions.


Page 69 of 69

This guarantee will remain in force up to <<insert date>> and including <<extra time over and above

mandated in the RFP>> from the last date of submission and any demand in respect thereof should reach

the Bank not later than the above date.

NOTHWITHSTANDING ANYTHING CONTAINED HEREIN:

I. Our liability under this Bank Guarantee shall not exceed Rs. <<Amount in figures>> (Rupees <<Amount

in words>> only)

II. This Bank Guarantee shall be valid upto <<insert date>>)

III. It is condition of our liability for payment of the guaranteed amount or any part thereof arising under

this Bank Guarantee that we receive a valid written claim or demand for payment under this Bank Guarantee

on or before <<insert date>>) failing which our liability under the guarantee will automatically cease.

(Authorized Signatory of the Bank)

Seal:

Date:

Request for

Proposal (RFP)

„Appointment of Content Service


Service Project (NCSP)‟

Volume - 2


Training (DGE&T),


Government of India


September 2014


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Table of Contents 1 Introduction...................................................................................................................................................... 4

2 Scope of Work ................................................................................................................................................... 7

2.1 Activities under Scope of Work ............................................................................................................ 9

2.2 Detailed Scope of Work: ..................................................................................................................... 10

2.3 Tentative Implementation Plan ......................................................................................................... 14

3 Project Management and Governance ........................................................................................................... 15

3.1 Project Governance ............................................................................................................................. 15

3.2 Transition Management ..................................................................................................................... 16

4 Project Deliverables and Payment Schedule ................................................................................................ 18

4.1 Initial Content Development Cost ...................................................................................................... 18

4.2 Operation and Maintenance Cost....................................................................................................... 19

4.3 Additional Work .................................................................................................................................. 19

5 Service Level Agreement (SLA) & Penalties ................................................................................................. 21

6 Annexure ......................................................................................................................................................... 24

6.1 Annexure 1: Priority sectors to be covered in Phase I ....................................................................... 24

6.2 Template - Sample Career Map .......................................................................................................... 24


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Section 1: Project Background


Page 4 of 27

1 Introduction

The Directorate General of Employment and Training (DGE&T), Ministry of Labour and Employment

(MoLE) is implementing the National Career Service Project (NCSP) which aims to provide a variety of

employment related services.

The Government is now giving increased focus on career counselling as a key activity for our aspiring youth

to pursue the right career choice so that they join the workforce with better skills for enhancing growth and

development. The President of India, in his speech to the Parliament on 09th June, 2014 said "...My

government will transform Employment Exchanges into Career Centres- connecting our youth with job

opportunities in a transparent and effective manner through the use of technology as well as through

counselling and training…‖.

With this background, National Career Service Project has been conceptualized as a comprehensive, multi-

pronged, transformational project. Key aspects of this project include:

1. Transform the current Employment Exchanges to Career Counselling Centres. This would be

enabled by making the right infrastructure and linkages available to perform counselling functions.

2. Implement a robust and comprehensive capacity building initiative for enhancing the skills of

Employment Exchange officers and other ecosystem counselling partners.

3. Set up a National Portal which will act as a platform to bridge the gap between Government and

Private Job providing ecosystem, Job seeker and Skill development ecosystem.

4. Having access to the right content regarding demand from industry and supply of Jobseekers, as

well as Knowledge repository of career counselling content in multiple languages.

5. To achieve the overall objective, NCS would be required to work with a variety of partners like

NGO‘s, Schools, Colleges, Jobseekers, Skill Institutions, Employers, Volunteer Agencies,

Technology partners, Verification agencies etc. It is therefore, essential to have an Inform, Educate,

Communicate (IEC) program to reach out to these partners.

6. The last element of the strategy is to ensure a robust and inclusive governance mechanism.

Accordingly, this scheme is focussed on transformation of employment exchanges as Career Centres. It is

envisaged to transform all the Employment Exchanges into Career Centres with a phased approach

ensuring that standardized set of services are offered all across. Career Centres shall connect the local youth

and other job-seekers with all possible job opportunities in a transparent and effective manner through the

use of technology as well as through counselling and training. While the state of the art technology driven

National Portal will, in a sustained manner provide information about available job opportunities and

resources for Career Centres to function effectively, the Career Centres would be the pivotal outreach and

counselling interface of the NCSP for teeming millions of aspiring youth from rural, semi urban areas as

well as from disadvantaged sections of the society.

Under the NCSP, it is proposed to create and maintain a knowledge repository of career counselling

resources, for use by Career Counsellors, students and youth, available on the National Portal

and via other delivery channels. In-line with the overall NCSP objectives, it is proposed to have self-

explanatory career maps related to job codes which shall help the career counsellors and job

aspirants make informed decision. For the NCSP to function effectively, the network of career counsellors

need to have access to an updated knowledge repository of various career options and

employment opportunities. All these activities shall be standardised under this knowledge

repository using information technology and mapped using the ISCO, NIC and NCO codes.

Content Service Provider shall be responsible for creating, managing and uploading the content

over National Portal. Each of the uploaded content is envisaged to be reviewed by the authorized

personnel from DGE&T before publishing the content in different sections and modules of the national

portal. The National portal is envisaged to have an interface with National level Content Clearing


Page 5 of 27

Committee for review of content, and after due vetting, IECC to determine the mode for dissemination and

take steps in this regard. These Users from authorized agency / organization would be responsible for

creating, managing and uploading all types of content, to be used by various stakeholders through portal.

The content is envisaged to be available in both static (PDF, HTML, etc.) as well as ‗Audio Visual Content‘.

The content service provider will be responsible for interacting with the State Governments and scanning

the market for new career options, preparing material for counselling, creation and regular updation of

counselling content based on the inputs from the Content Clearance Committee of DGE&T. All material

developed will be accessible to the stakeholders through the National Portal and its delivery channels. The

national portal will have a state of art Content Management System (CMS) to establish and manage the

knowledge repository. The entire lifecycle of the content developed by the content service

provider shall be managed via this CMS. The implementation agency of national portal shall provide

all the guidelines/prerequisites that content service provider needs to adhere to while developing content.

Also there will be a content feedback functionality using which feedback collected from the ecosystem will

be collected and made available to content service provider.

Using this content feedback functionality feedback shall be collected from the all the stakeholders

and DGE&T officials on content to be developed, changed and published. This feedback will be

consolidated and presented to DGE&T‘s content review committee, so that further action can be initiated,

on whether content needs to be updated, modified, deleted or added. In addition to the above, the

counsellors will visit the market and meet the potential employers periodically to assess the demands of

various kinds of skills required / available in various sectors / domains, and correspondingly provide

feedback leading to updated market information.

Some of the feedback metrics that can be used are:

1. Counsellor and students can be asked for feedback concerning the quality of career content

and its relevance.

2. Feedback can be obtained from industry regarding the quality of career content available on

the portal.

These metrics can be used to efficaciously make improvements in order to make the content

available on the portal as successful as it is envisaged to be.

CSP shall be required to update and manage the content based on the feedback collected via various

channels.

Note: With respect to the technical requirements, the national portal will provide an interface to the

Content Service Provider, who would be responsible for periodic uploading of the content. In addition to

the above, it will be the responsibility of the portal development agency to define the guidelines for

developing content by the Content Service Provider. The Content Service Provider will develop the content

based on these guidelines only. Content service provider shall be required to provision for all tools and

technology required for developing the content as per the guidelines.


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Section 2: Scope of Work


Page 7 of 27

2 Scope of Work

Under the NCS Project, it is proposed to create and maintain a knowledge repository for career counselling.

This knowledge repository shall include information for both supply (job seekers) and demand (employers)

side, as well as guidance material for the counsellors and other stakeholders.

“A Content Service Provider shall be responsible for the development of knowledge repository. To

support the publishing and management of this Knowledge Repository, the Portal will have a

comprehensive Content Management System using which the content service provider would be required

to upload the necessary content on the portal after required review and approval. The portal will have a

configurable content management workflow to manage the entire content lifecycle. The Implementing

Agency responsible for developing and implementing the Portal, as per the Portal RFP, which has been

floated separately, shall also provide all the guidelines/prerequisites to the Content Service Provider (CSP)

and the CSP will need to adhere to the same, while developing and uploading the content. A content

feedback functionality through various channels are also envisioned, using which the feedback collected

from the ecosystem will be collated and made available to CSP, so that the CSP can further refine the

content and publish it again for the consumption of stakeholders.

It is also important to note that though there are two different RFPs and two different vendors, but it is

necessary that the two vendors collaborate to ensure the Portal and the Content are in line with the

expectations of the stakeholders and are capable of imparting information and services as envisioned under

the National Career Service Project.

The overall Scope of Work for the Content Service Provider (CSP), as envisioned under the National Career

Services Project is mentioned below:

Content Service Provider: These will be the key users responsible for creating, managing and uploading

the content on the NCS Portal. Each of the uploaded content is envisaged to be first reviewed by the

authorized personnel from CSP and then by DGE&T before publishing the content in different sections and

modules of the Portal. The Portal is envisaged to have an interface with National level Content Clearing

Committee (CCC) for review of the content, and after due vetting, Information Education and

Communication Committee (IECC) to determine the mode for dissemination and take steps in this regard.

The Users from CSP would be responsible for creating, managing and uploading all types of content, in

different formats, to be used by various stakeholders through Portal or through the Career Centers. The

content is envisaged to be available in both static and dynamic versions (PDF, HTML, etc.) as well as ‗Audio

Visual Content‘. The Portal is envisioned to have feature for getting feedback from the all the stakeholders

and DGE&T officials on content to be developed, changed and published. This feedback would be

consolidated and presented to DGE&T‘s content review committee, so that further action can be initiated,

on whether the content needs to be updated, modified, deleted or added. In addition to the above, the

counsellors are expected to visit the market and meet the potential employers periodically to assess the

demands of various kinds of Jobs and skills required / available in various sectors / domains, and

correspondingly provide feedback to update the content leading to updated market information. The

content should include not just the training material but also testimonials from the satisfied stakeholders

(Job providers & job seekers).

Content: Content is the written, audio and video material that will be used for providing information to

the NCS portal and other products as required by the various stakeholders of the NCSP project. Material

will include among other things documents, data, images, audio and video files that are platform

independent and compliant all leading browsers, operating systems and capable of being viewed across

multiple standard devices including but not limited to servers, desktop, laptops, tablets, smart phones etc.

Formats: Following are the key formats related to Content expected to be made available on the Portal as

well as via other mediums:

1. HTML – The content can be designed as web pages with texts, graphics and animation. The

average page size maybe in the range of 90k – 120 k, defining the required attributed of the

specific content and shall be used as a unit to define the number of web pages required to

display the specific content.


Page 8 of 27

2. PowerPoint presentation: The content can be designed in PowerPoint format as well,

especially as downloadable material and for printing in hard copy for physical distribution. The

average number of slides shall be used as unit to define the requirements for specific content.

3. Audio Visual Content – The content will also be required to be developed as an Audio visual

content / streaming video, to be able to be played on to the NCS Portal, by the concerned Users

as and when required. This may also be downloaded and run separately for a training session

or any other sensitisation / orientation programme or assessment. The average unit for

determining the Audio / Visual content would be duration in minutes, and the same shall be

used to define the requirements for specific content.

4. ELearning System - One of the important aspects of the enriched content would be the

eLearning system, as part of the Portal. This eLearning system as part of the Portal is envisaged

to have content related to repeat training and refresher courses, along with various assessment

tests in order to assess the trainers‘ enhancement in knowledge, skills and capability. The

Portal is envisaged to provide the capability for uploading and publishing the content related to

eLearning system, as per requirement of various stakeholders. The development and uploading

of eLearning content would be the responsibility of the Content Service Provider; however the

responsibility for publishing the same would be the responsibility of the NCS Portal IA.

Note:

1. With respect to the Portal RFP, the IA is only required to provide the capability within the NCS

Portal design to ensure all uploaded content is available / accessible by all the defined target

audience / stakeholder, as per defined Portal features and functionalities. The IA will not be

responsible to develop any specific content, other than that related to some standard web pages

and related information. Also, it has been specified that the IA will design Portal sections / web

pages / modules with enough dynamism and modularity, so that the displayed content can be

managed / changed dynamically as per requirement from different stakeholders in real time. A

separate interface will be provided to the Content Service Provider, who would be responsible for

periodic uploading of the content.

2. In addition to the above, it will be the responsibility of the IA to define the guidelines for

developing e-Content by the Content Service Provider. The Content Service Provider will develop

the content based on these guidelines only. These guidelines for designing and managing the e-

Content should be submitted to DGE&T for review and approval, and any changes suggested by

DGE&T should necessarily be included in the same. It is necessary that all the approved content

should be published using the Content Management System only.

3. The career content should be segregated based on industry and sector.

As is evident from above, the selected CSP would have to work alongside the IA for NCSP portal to ensure

that the envisaged benefits are accrued.

Approval process: The proposed approval process defined for the content creation, review and

publishing is shown below:


Page 9 of 27

2.1 Activities under Scope of Work

For the NCS to function effectively, the network of career counsellors need to have access to a repository

with regularly updated information on various career options and employment opportunities to map the

job seekers career options. These activities need to be standardised on a common platform using ICT and

mapped using NCO as well as NIC codes. The various activities under the scope of the CSP have been

categorised as ―one time activities‖, ―need based work‖ and ―Operations and Maintenance‖.

The “one time” activities will consist of the following:

1. Development of NCO 2014 Career Content based on ISCO 2008 standards and also map / align

with NCO 2004 standards as well as NIC 2008, for 20 priority sectors

Note: The envisaged priority sectors are provided in Annexure 1 for reference.

2. Analysis of all Job Codes in terms of relevance and completeness, and categorise them in three

groups, namely Relevant, Relevant with modification and Redundant/Obsolete.

3. Development of NCO 2014 career content based on ISCO 2008 standard and also map / align with

NCO 2004 standards as well as NIC 2008, for all remaining Sectors.

4. The selected CSP would need to translate the content developed, as per activity 1 & 3 above, in

Hindi language within a week of approval of its corresponding English content.

The following are activities which the selected CSP may need to perform on “needs basis”:

1. Updating training content for Career Counsellors

2. Guidelines/ SOP/ Best practices for Job Fairs / Model Career Centre, etc.

3. Specialized training content for Career Counsellors

4. New Job Code Classification and Career Content


Page 10 of 27

5. Conduct training on Knowledge Repository, for knowledge dissemination in all states

Operations and Maintenance

Apart from the above, the regular work would consist of updation and maintenance of career content

around NCO codes for a period of 3 years, further extendable for a period of 1 year, maximum to additional

2 years, as per decision of DGE&T and based on performance of the selected CSP.

The updation of the content would happen based on the feedback received from various stakeholders

through different channels, which would be collated and provided to the CSP for necessary action. The

resources proposed, as mentioned in the RFP volume 1, section 3.6.4, shall be stationed at DGE&T offices

in NCR. The CSP is required to provision the access to its content development environment for these

resources. DGE&T shall only provide the sitting space to these resources in its institute. These resources

shall be initially required for a period of one year, starting end of phase 1, however DGE&T may extend the

deployment of any or all resources based upon the project requirements.

2.2 Detailed Scope of Work:

The detailed activities for above scope are explained below:

1. Development of NCO 2014 Career Content based on ISCO 2008 standards and also

map / align with NCO 2004 standards as well as NIC 2008, for 20 priority sectors

National Classification of Occupation (NCO) classifies, defines and describes the various

occupations available in the country giving them standard and alternative occupational titles. NCO-

2004 had been prepared by DGE&T on the lines of International Standard Classification of

Occupations (ISCO) 1988 of the International Labour Organization (ILO), keeping in view the kind

of work performed in an occupation as well as the level of skill involved in performing that

occupation. The NCO codes are extensively used for classification of occupations by the

Employment Exchanges and organizations like the National Sample Survey Office, Registrar

General of India, Planning Commission, National Sample Survey Organization, Central Statistical

Organization, Institute of Applied Manpower Research, etc. The NCO codes help in analysis of

data pertaining to current employment, unemployment, under-employment, labour force statistics,

migration, training, work study & occupational hazards as well as in promoting International

comparability of statistical data relating to occupation, etc. The codes are usually revised from time

to time to capture the changes in occupational patterns and structural changes in the economy.

The ILO in 2008 has released the new set of occupation standards ISCO-2008 series. Many

changes have also taken place in the economic, social, industrial & manufacturing field.

Globalization and outsourcing has infused competitiveness amongst various industries. It also has

brought in a totally new breed of jobs and functions to be undertaken as well. This has led to

changes in the work process and skill level of the workers resulting in change in the occupational

pattern and significant changes in the jobs conventionally being performed by Indian Personnel.

The National Industrial Classification 2008 (NIC 2008) seeks to provide a basis for the

standardized collection, analysis and dissemination of industry (economic activity) wise economic

data for India. Apart from being the standard industrial classification, that underpins Indian

Industrial Statistics, NIC is widely used by the government agencies, industry associations and

researchers for various administrative, analytical and research purposes.

NIC-2008 is based on International Standard Industrial Classification Rev. 4 which is a United

Nations Statistics Division (UNSD) classification of economic activities arranged so that entities

can be classified according to the activity they carry out.

DGE&T envisages to develop Career Content (NCO 2014) which would be based on this new

standard i.e. ISCO 2008. This Career Content is expected to evolve over time, and CSP is required

to maintain and update the required information to keep career content relevant.


Page 11 of 27

The selected CSP would have to develop Career Content around the NCO Code, as identified by

DGE&T, for 20 priority Sectors. The Career Content would consist of atleast the following aspects

but not limited to:

a. Occupation/Job Description– The kind of work which is expected for that particular Job

profile

b. Required Skills – The skills which a person should have if he/she wants to have a career in

that specified Job profile

c. Educational Qualification and Training - Educational Qualification and Training required

by Industry to consider a Jobseeker for that specified role / Job profile

d. Available Skill Training Learning and Training –List of trainings and institutes available to

get the desired skills, starting with ITIs and VTIs, for that specified role / Job profile

e. Career progression path - For the specified Job profile, the possible Career Progression

Path and Career Growth, based on the educational qualification, available skills, and

relevant experience of any Job Seeker

f. Pay Scale – The Income range which can be expected in that Job profile, based on

experience and qualifications

g. Market Trends – The current market trends in terms of job postings and hiring, for that

Job Profile, and expected future trends in terms of increase or decrease of demand,

depending upon projected availability of skilled resources and job opportunities

h. Aliases – The different nomenclature by which a particular Job Profile is known in the

industry sectors

i. Key words – The specific key words by which a particular Job Profile / Occupation details

may be searched by any User

Note: The output of the career content, as defined above is envisaged to be in HTML / Web page

format only. A sample career map is provided in Annexure 2 for reference. It should be noted that

this is only sample career content for requirements to be defined the required format. This should

not be treated as exhaustive / comprehensive and bidders are encouraged to provide innovative

methodologies to represent the various aspects of the career content, in terms of coverage,

completeness, quality and ease of reading / viewing.

The career content must be made available in English. The Hindi translation would be required to

be done through Department of Official Languages, in discussion with DGE&T. The CSP is required

to provide any and all assistance with respect to the Hindi translation of the carer content.

2. Analysis of all Job Codes in terms of relevance and completeness, and categorise

them in three groups, namely Relevant, Relevant with modification and

Redundant/Obsolete.

It has been observed that with time some Job codes have become irrelevant, as those Job Profiles

so not exist due to changing requirements of the industry, and some others may require certain

modification. The selected CSP would be required to undertake a study of all Job codes and

categorise the Job codes as relevant, relevant with modification and redundant/obsolete.

Based on this study and analysis, in discussion with DGE&T, the CSP would be required to further

develop career content around only those Job codes which are either relevant or relevant with

modification.

The categorisation done by the CSP would be evaluated and approved by the Committee formed by

DGE&T.


Page 12 of 27

3. Development of NCO 2014 Career Content based on ISCO 2008 standards and also

map / align with NCO 2004 standards as well as NIC 2008, for all remaining sectors

In accordance with the activity defined in point 1 above, the selected CSP would have to develop

Career Content around the NCO Code, for all other Sectors, other than priority sectors, but only for

―Relevant and Relevant with modification‖ categories, as per Job Codes categorisation in activity 2

above. The Career Content would consist of the same aspects as defined in the activity 1 above.

4. Translation of content developed around NCO-2014 in Hindi language

The selected CSP would need to translate the content developed, as per activity 1 & 3 above, in

Hindi language within a week of approval of its corresponding English content. The quality of the

translation will be assessed on the basis of a two way translation technique ( i.e English-Hindi-

English). Both translations should be within 10% variance before final submission to DGE&T for

approval.

5. Updating training content of Career Counsellors

The base training content has already been developed and is being used to impart trainings to the

employment exchange officers. This training content shall be made available to the CSP for

updating the training content, based on the feedback received from employment exchange officers

and other stakeholders.

The CSP would be required to further assess and analyse the training content and update the same

as per DGE&Ts requirement, in order to keep the training content relevant.

6. Guidelines/ SOP / Best practices for Job Fairs / Model Career Centre, etc.

Standard Operating Procedure for organizing Job fairs – A Career Counsellor would conduct Job

fairs in his local area. The CSP would be required to prepare SOP on how to conduct a Job fair

which will include activities including but not limited to approaching companies for need analysis,

Job requirements and placements, leaflet for Job fair advertisement, Job fair employer listing (to

be given to candidates on their arrival at Job fair,) supply and equipment checklist.

Standard Operating Procedure for conducting an outreach program – A career counsellor would be

expected to conduct outreach programmes to spread awareness of NCSP through usage of mobile

vans, engaging with school/college counsellors to create network of career counsellors etc. A SOP

for different outreach activities which are to be undertaken by career counsellors is to be prepared

which a career counsellor can follow for conducting outreach programme.

The CSP shall be required to collate market information (organizations, industry clusters, etc.) and

provide a comprehensive reference sheet for career counselors to design and execute Job fairs,

outreach programmes, etc.

7. Specialized training content for Career Counsellors

DGE&T would identify Employment Exchange Officers who are high performers and who would

become ‗State Champions‘. These high performers would be required to conduct trainings for other

Employment Exchange Officers in State and at the Centre. Therefore these officers would need to

undergo specialized training which would cover Career Counselling aspects in greater detail.

DGE&T may require the CSP to prepare specialized training content for such Career Counsellors

on-needs basis.


Page 13 of 27

This training content on an average would be a 50 hour content and may be administered in

Classroom or in e-learning mode. It should be a mixture of theory and practical courses with built

in evaluation mechanism. Incase of e-learning mode, the content would be hosted on the NCS

Portal.

8. New Job Code Classification and Content

In accordance with the activity defined in point 1 above, the selected CSP would have to develop

Career Content around the NCO Code, for any new job code classification, as and when they are

notified by DGE&T. The Career Content would consist of the same aspects as defined in the activity

1 above.

9. Conduct training on Knowledge Repository, for knowledge dissemination in all states

The CSP shall also be required to conduct the trainings on various aspects of the knowledge

repository established under National Career Service Project. These trainings would be conducted

primarily at DGE&Ts institute (CIRTES) located in Noida. However, in case of any travel outside

NCR to conduct any such training, the reimbursements will be as per GoI norms.


Page 14 of 27

2.3 Tentative Implementation Plan

The project is proposed to be completed in 3 Phases. The CSP is expected to complete Phase I by 19-Dec-2014 and Phase II by 13-Feb-2015. Phase III would be

operation and maintenance phase and would be for a period of 3 years , further extendable for a period of 1 year, maximum to additional 2 years, as per decision of

DGE&T and based on performance of the selected CSP.

Tentative implementation plan is as follows:

Note: The timelines are only indicative and the bidders are expected to submit a detailed project plan with their proposal.

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24

Successful bidder onboarding

Planning

Phase I

Development of NCO 2014 Career Content based on ISCO 2008 standards,

mapping/alignment with NCO 2004 standards as well as NIC 2008, for 20

priority sectors

Analysis of all Job Codes and categorization as Relevant, Relevant with

modification and Redundant/Obsolete

Clearance of CCC on content

Uploading of content on Portal

Translation of content developed around NCO-2014 for 20 priority sectors in

Hindi language

Phase II

Development of NCO 2014 Career Content based on ISCO 2008 standards and

mapping/alignment with NCO 2004 standards as well as NIC 2008, for

remaining sectors

Clearance of CCC on content

Uploading of content on Portal

Translation of content developed around NCO-2014 for remaining sectors in

Hindi language

Phase III

Operation and Maintainence Phase

Dates

ActivitiesWeeks

3 Nov 14 - 19 Dec 14 22 Dec 14 - 13 Feb 15 16 Feb 15 - onwards


Page 15 of 27

3 Project Management and Governance

3.1 Project Governance

The project would require a close supervision and appropriate project control for successfully meeting the

objectives and its timely completion.

The proposed institutional mechanism for the Project Review and Monitoring is shown below for reference:

Indicated below are some of the key functions and roles for different components of the proposed

governance structure:

1. Steering Committee: This committee would provide a required level of advocacy for the project

and also set directions which are acceptable to all stakeholders. The role of this steering committee

would be to provide strategic direction to the project.

2. Technical Advisory Committee (TAC) for counselling activities/ Content Clearing

Committee (CCC)/Information Education and Communication Committee: These

Committee would provide guidance and direction in their respective domains of counselling,

content, and technical/ administrative matters.

The NCS Portal is envisaged to have an interface with Content Clearing Committee for review of

content, and after due vetting, IECC to determine the mode for dissemination and take steps in this

regard. These Users from authorized agency / organization would be responsible for creating,

managing and uploading all types of content, to be used by various stakeholders through the Portal.

The Content Clearing Committee would be responsible for approving the content which is

generated by CSP. Once CSP has submitted the content, it would be placed before CCC for review

and upon clearance from CCC; it would be responsibility of IA to publish the content on the portal.

Fee

db

ack

& D

irec

tio

ns

Feedback

Steering Committee

IEC Committee

Technical Advisory

Committee (TAC)

National Content

Clearing Committee

PMU Quality/Impact

Assessment

Project status,

reports, tasks,

schedules, etc.

Delivery Team

Project Manager

Portal Service Provider

Delivery Team

Project Manager

Content Provider


Page 16 of 27

3. Project Manager: PM will serve as a single-point contact within the institutional framework for

the purpose of project monitoring / reporting purposes and should be deployed by the selected

Service Provider. The PM will be responsible for day to day coordination between PMU and all

implementation teams. PM will be responsible for all the activities within the project scope and will

report to Project Management Unit / Team. They will be directly responsible for providing periodic

project statuses, tasks schedule and Action Taken Reports (ATRs).

4. Delivery Team: They will be the delivery team deployed by the Content Service Provider and will

also work on all areas during the Operation and Maintenance phases.

3.2 Transition Management

a. A transition to the new team would be done at the end / termination of the contract. This new team

will be identified by DGE&T.

b. All risk during transition stage, to the new team, shall be properly documented by selected CSP and

mitigation measures shall be planned in advance so as to ensure smooth transition without any

service disruption.

c. The CSP shall provide necessary handholding and transition support, which shall include but not

limited to, conducting detailed walk-through of the Content, and addressing the

queries/clarifications of the new team, conducting training sessions etc.

d. The transition plan along with period shall be mutually agreed between selected CSP and DGE&T

when the situation occurs. The CSP shall be released from the project once successful transition is

done meeting the parameters defined for successful transition.


Page 17 of 27

Section 3: Project Deliverables and

Payment Schedule


Page 18 of 27

4 Project Deliverables and Payment Schedule

It is proposed to enter into a combination of deliverables and Time & Material based payment with an

agency to execute this project, which is categorized in terms of the following components:

The quotation from bidders has been sought for:

1. Initial Content development cost (A)

2. Operation and Maintenance Cost which includes Operating Cost for Maintenance of Knowledge

repository (B) and

3. Additional Work Cost (C)

4.1 Initial Content Development Cost

Payment of 70% amount of Initial Content Development cost (A) would be on submission and approval of

deliverables as per table below. The remaining 30% would be paid in 12 equal instalments along with

quarterly payment for Operations and Maintenance + the cost for Additional activities, subject to meeting

the Service levels defined in the RFP.

Timelines Deliverable Payment

Phase 1 – One time Activity

‗T+7 week‘

1. Development and submission of NCO 2014

Career Content based on ISCO 2008 standards

and also map / align with NCO 2004 standards

as well as NIC 2008, for 20 priority sectors, in

English

2. Development and submission of NCO 2014

Career Content based on ISCO 2008 standards

and also map / align with NCO 2004 standards

as well as NIC 2008, for 20 priority sectors, in

Hindi

20% of A

‗T+7 weeks‘

Analysis and submission of all Job Codes in terms of

relevance and completeness, and categorise them in three

groups, namely Relevant, Relevant with modification and

Redundant/Obsolete.

10% of A

Approval and publishing of priority sectors Job codes on

National portal 5% of A

Phase 2 – One time Activity

‗T+15 weeks‘

1. Approval of NCO 2014 Career Content based on

ISCO 2008 standards and also map / align with

NCO 2004 standards as well as NIC 2008, for all

remaining sectors, in English

2. Approval of NCO 2014 Career Content based on

25% of A


Page 19 of 27

Timelines Deliverable Payment

ISCO 2008 standards and also map / align with

NCO 2004 standards as well as NIC 2008, for all

remaining sectors, in Hindi

Approval and publishing of remaining Job codes on

National portal 10% of A

Note: ‘T’ is date of signing of contract with CSP

4.2 Operation and Maintenance Cost

The Operation and Maintenance phase would start after completion of Phase II.

1. Initial Content development cost (A)

2. Operation and Maintenance Cost which includes Operating Cost for Maintenance of Knowledge

repository (B) and

3. Additional Work Cost (C)

Quarterly Payment calculation =

[{(30% of A)/12} + {100% of yearly O&M cost / 4}]

The payment would be subject to adherence to SLAs and calculation of any applicable penalties for that

quarter.

4.3 Additional Work

For any additional work undertaken, payment for each item would be calculated based on the unit rate for

that specific item and quantum of work completed. The payment would be made along with the subsequent

quarterly payment for O&M phase, as mentioned in section above.

{Unit cost of Need based item* No. of units for that item}


Page 20 of 27

Section 4: Service Level Agreement

(SLA) & Penalties


Page 21 of 27

5 Service Level Agreement (SLA) & Penalties

National Career Services is service-oriented and the operational portion of the Agreement between

DGE&T and the selected CSP will be in the form of a Service Level Agreement (SLA). The SLA specifies

the expected levels of service to be provided by the CSP to DGE&T. This expected level is also called the

baseline. Any degradation in the performance of the solution and services is subject to levying penalties as

specified in the following sections.

This Section indicates the suggested SLA between DGE&T and the CSP for the project. A set of parameters

has been identified as key to the successful implementation of the Project. If the performance of the

selected CSP in respect of any parameter falls below the prescribed tolerance limit, a penalty is imposed

for the breach. All the payments to the CSP are linked to the compliance with the SLA metrics specified

down in this section. During the contract period, it is envisaged that there could be changes to the SLAs,

in terms of addition, alteration or deletion of certain parameters, based on decisions of project governance

committees.

This section describes the service levels to be established for the Services offered by the CSP. The CSP

shall monitor and maintain the stated service levels to provide quality service.

Interpretation & General Instructions

1. The SLA parameters shall be monitored on a monthly basis as per the individual SLA parameter

requirements. In case these service levels cannot be achieved at service levels defined in the tables

below, it shall result in a breach of contract and invoke the penalty clause.

2. A Service Level violation will occur if the CSP fails to meet Minimum Service Levels on a quarterly

basis for a particular Service Level.

3. The primary intent of Penalties is to ensure that the quality output is in accordance with the defined

service levels. Penalties are not meant to be punitive or, conversely, a vehicle for cutting fees.

4. DGE&T shall have the right to encash the Performance Bank Guarantee or terminate the contract or

both in any of the following cases:

a. Overall penalty applicable on selected CSP for any of the Quarter exceeds 25% of the quarterly

payment

b. Overall penalties applicable on selected CSP for both the consecutive Quarter is above 15% of

the quarterly payment

5. The content generated by CSP would be evaluated by DGE&T for coverage, completeness and

correctness

a. Coverage - refers to all components of the content as described in the RFP or defined at a

later stage by the Project Steering Committee

b. Completeness – refers to each individual component of the content being deemed to have

sufficient information as determined by Content Clearing Committee

c. Correctness – refers to factually accurate information / language being provided by CSP as

determined by Content Clearing Committee


Page 22 of 27

S.

No SLA Parameter

Target

Performance Description Penalty

Phase 1 and Phase 2 – One time Activity

1. Delay in any of the

project milestone < 1 week

Measured as the

difference between the

agreed planned date

for the milestone and

the actual date of its

completion

Deduction @1% of the

payment for that milestone per

week of delay upto maximum

of 10% of the payment for the

milestone

2.

Delay in updation of

content on receiving

feedback from

DGE&T

<1 week

Measured as the

difference between the

agreed planned date

for the milestone and

the actual date of its

completion


payment for that milestone per

week of delay, upto maximum


milestone

Operations and Maintenance

3.

Coverage of

information

pertaining to Content

<2 instances

Components as per

Content not being

present


payment for that milestone for

2nd instance of incomplete

coverage of the content.



each subsequent instance of

incomplete coverage of content

and rejection of content, upto

maximum of 10% of the

payment for the milestone

4.

Completeness of

information

pertaining to Job code

<5 instances

Each individual

component of Career

Map not being

complete as

determined by DGE&T



every instance of incomplete

coverage of content, max upto

10% after which the content

would be rejected

5.

Correctness of

information /

language pertaining

to Content

<2 instance

Incorrect information

pertaining of Content

as determined by

DGE&T



2nd instance of incorrect

content. Deduction @2% of the


each subsequent instance of


Page 23 of 27

S.

No SLA Parameter

Target

Performance Description Penalty

incorrect content and rejection

of that content, upto maximum


milestone


Page 24 of 27

6 Annexure

6.1 Annexure 1: Priority sectors to be covered in Phase I

1. Automobile / auto components

2. Electronics hardware

3. Textiles and garments

4. Leather and leather goods

5. Chemicals and pharmaceuticals

6. Gems and jewelry

7. Building and construction

8. Food processing

9. Handlooms and handicrafts

10. Building hardware and home furnishings

11. IT or software

12. ITES-BPO

13. Tourism, hospitality and travel

14. Transportation/ logistics/ warehousing and packaging

15. Organized retail

16. Real estate

17. Media, entertainment, broadcasting, content creation, animation

18. Healthcare

19. Banking/ insurance and finance

20. Education/ skill development

6.2 Template - Sample Career Map

Occupation – Software developer

1. ISCO-2008 Code : 2512

2. Corresponding NCO-2004 Code: Not available

3. Corresponding NIC 2004 Code : 6202

4. Occupation/Job Description

Software developers research, analyze and evaluate requirements for existing or new software applications and operating systems, and design, develop, test and maintain software solutions to meet these requirements.

Tasks include —

researching, analyzing and evaluating requirements for software applications and

operating systems;

researching, designing and developing computer software systems;

consulting with engineering staff to evaluate interfaces between hardware and software;


Page 25 of 27

developing and directing software testing and validation procedures;

modifying existing software to correct errors, to adapt it to new hardware or to upgrade

interfaces and improve performance;

directing software programming and development of documentation;

assessing, developing, upgrading and documenting maintenance procedures for operating

systems, communications environments and applications software;

Consulting with customers concerning maintenance of software systems.

5. Required Skills

To become a software developer, you will need to have:

Good knowledge of hardware, software and programming languages

Creative approach to problem-solving

Excellent communication and customer care skills

Ability to work with people at all levels which includes non-technical staff

Ability to work under pressure and meet deadlines

Good project management skills

Good teamwork skills

Appreciation of the client's business needs

Understanding of confidentiality and data protection issues

6. Education, Training required by Industry to consider a Jobseeker for specified role in

Job profile

You will normally need a bachelor‘s degree in a computer-related field to become a software developer.

If you do not have an IT or computer related degree, you may still be able to find a place on a graduate trainee scheme, as larger employers often accept graduates in any subject.

Experience in IT or a related area can be useful. You can gain experience through work placements, internships or a year in industry.

You will also need a working knowledge of the main programming languages and operating systems used, for example:

SQL, Java, C++, XML, Smalltalk and Visual Basic

Oracle, UML (Unified Modelling Language), Linux and Delphi

.NET frameworks (such as C# (C-sharp), ASP and VB).

7. Training and development


Page 26 of 27

Software developer training is available at following institution and details are as below:

This information as above is to be captured in an excel sheet in format annexed.

You could also take training courses offered by software development companies.

Examples include:

Microsoft Certified Solution Developer (MCSD) and Certified Applications Developer

(MCAD)

Sun Microsystems Java Certified Programmer (SCJP) and Developer (SCJD)

Oracle PL/SQL Developer (databases).

8. Career progression path

You can find work as a software developer in a wide range of businesses and industries, public

services, utilities, defense and research.

With experience, you could become a senior developer with responsibility for project management,

planning and research, or move into related areas, such as systems design, IT architecture and

business systems analysis.

You could also set up your own business and work as a sub-contractor or consultant.

9. Pay range

Starting salaries for graduates can be between INR 15,000- 30,000 / month.

Experienced developers can earn between INR 40,000- 50,000 / month, and software developers

with management responsibilities can earn over INR 75,000/ month.

Note: Figures are intended as a guideline only.

10. Market Trends:

It is projected that employment of computer software engineers and computer programmers, including software developers, will grow much faster than other occupations in coming years. As computer networks expand and Internet technologies continue to evolve, a large number of new jobs are expected to be created.

The predicted number of people who would work in this sector between now and 2020 is as follows:

<Representation in form of graph with Year on X-axis and Predicted number of employed people on Y-axis>

11. Alias

Application developer/ Developer/ Programmer/ Coder/ Software Engineer/ Software designer

12. Key words for a specific occupation (used for searches and not displayed)

App/ Application/ Web/ DB/ Developer/ Database/ Programmer/ Coder / Software


Page 27 of 27

S.

No.

Name of

Institute

Address

(Capture

district

and state

separately)

Course

Name

Course

Content

Outline

(Mention

broadly

what the

course

covers)

Course

Approved

by

(Central/

State

Govt./

NSDC/

Others)

Certificate

Issued&

Issuing

authority

Min.

age

Min.

educational

requirements

Course

duration

Placement

record –

Placement

percentage

(Historic/

Guaranteed)

Average

monthly

salary

Course

Fee

Whether

Residential

programme

Scheme

/Subsidy/

Grant

availability

and detail

Contact

Person

(Name/

Phone

no.,

Email

Id)

1

2

3

4

5

Note: The list of trainings may not be exhaustive but the selected CSP should try to cover atleast trainings approved by NSDC, NSDA, Sector skill councils and other Central/ State government bodies. This format is subject to change.

Request for

Proposal (RFP)

„Appointment of Content Service


Service Project (NCSP)‟

Volume - 3


Training (DGE&T),


Government of India


September 2014


Page 2 of 55

Table of Contents

Master Services Agreement ........................................................................................................ 5

Non-Disclosure Agreement ...................................................................................................... 35

Service Level Agreement ........................................................................................................... 44


Page 3 of 55

This page is intentionally left blank


Page 4 of 55

Section 1:

Master Services Agreement


Page 5 of 55

Master Services Agreement

THIS MASTER SERVICE AGREEMENT (“Agreement”) is made on this the <***> day of

<***> 20... at <***>, India.

BETWEEN

The President of India, acting through Directorate General of Employment and Training having its

office at ---------------------------------------------------------------------------------

India (hereinafter referred to as „DGE&T‟, which expression shall, unless the context otherwise

requires, include its permitted successors and assigns);

AND

<***>, a Company incorporated under the Companies Act, 1956, having its registered office at <***>

(hereinafter referred to as „Bidder’ which expression shall, unless the context otherwise requires,

include its permitted successors, executors, administrators and assigns).

Each of the parties mentioned above are collectively referred to as the „Parties‟ and individually as a

„Party‟.

WHEREAS:

1. DGE&T is desirous to implement the project of e-Governance for National Career Services

Project.

2. In furtherance of the same, DGE&T undertook the selection of a suitable Content Service

Provider through a competitive bidding process for implementing the Project and in this

behalf issued Request for Proposal (RFP) dated <***> .

3. The successful bidder has been selected as the Bidder on the basis of the bid

response to undertake the Project of developing and uploading Content on the portal using

the Content Management System (CMS) which is to be provided by the Implementation

Agency and perform such other Services as morefully mentioned in Volume 2.of the RFP. .

DGE&T will provide all guidelines/ prerequisites that the Bidder needs to adhere for creating,

uploading and developing the Content.

NOW THEREFORE, in consideration of the mutual covenants, promises, assurances,

representations and provisions set forth herein, the Parties hereto agree as follows:

1. DEFINITIONS AND INTERPRETATION

1.1. Definitions

Terms and expressions used in this Agreement (including the Introduction) shall have the

meanings set out in the RFP Vol 1

1.2. Interpretation

In this Agreement, unless otherwise specified:

a. Singular includes the plural and vice versa;

b. References to Clauses, Sub-Clauses, Paragraphs, Schedules and Annexures are to clauses,

sub-clauses, paragraphs, schedules and annexures to this Agreement;

c. use of any gender includes the other genders;


Page 6 of 55

d. References to a „company‟ shall be construed so as to include any company, corporation or

other body corporate, wherever and however incorporated or established;

e. References to a „person‟ shall be construed so as to include any individual, firm, company,

government, state or agency of a state, local or municipal authority or government body or

any joint venture, association or partnership (whether or not having separate legal

personality);

f. A reference to any statute or statutory provision shall be construed as a reference to the same

as it may have been, or may from time to time be, amended, modified or re-enacted;

g. Any reference to a „day‟ (including within the phrase „business day‟) shall mean a period of 24

hours running from midnight to midnight;

h. References to a „business day‟ shall be construed as a reference to a day (other than a

Sunday) on which banks in the state of Delhi are generally open for business;

i. references to times are to Indian Standard Time;

j. A reference to any other document referred to in this Agreement is a reference to that other

document as amended, varied, novated or supplemented at any time; and

k. All headings and titles are inserted for convenience only. They are to be ignored in the

interpretation of this Agreement.

l. Bidder or Content Service Provider has been used for the same entity i.e. bidder selected for

the project.

1.3. Measurements and Arithmetic Conventions

All measurements and calculations shall be in the metric system and calculations done to 2

(two) decimal places, with the third digit of 5 (five) or above being rounded up and below 5

(five) being rounded down except in money calculations where such amounts shall be

rounded off to the nearest INR.

1.4. Ambiguities within Agreement

In case of ambiguities or discrepancies within this Agreement, the following principles

shall apply:

a. As between two Clauses of this Agreement, the provisions of a specific Clause relevant to

the issue under consideration shall prevail over those in a general Clause;

b. As between the provisions of this Agreement and the Schedules/Annexures, the

Agreement shall prevail, save and except as expressly provided otherwise in the

Agreement or the Schedules/Annexures; and

c. As between any value written in numerals and that in words, the value in words shall

prevail.

1.5. Priority of documents

This Agreement, including its Schedules and Annexures, represents the entire Agreement

between the Parties as noted in this Clause. If in the event of a dispute as to the

interpretation or meaning of this Agreement it should be necessary for the Parties to

refer to documents forming part of the bidding process leading to this Agreement, then

such documents shall be relied upon and interpreted in the following descending order of

priority:


Page 7 of 55

a. This Agreement along with the SLA agreement, NDA agreement, Schedules and

Annexures;

b. Request for Proposal and Addendum / Corrigendum to the Request for Proposal (if any).

For the avoidance of doubt, it is expressly clarified that in the event of a conflict between

this Agreement, Annexures / Schedules or the contents of the RFP, the terms of this

Agreement shall prevail over the Annexures / Schedules and Annexures / Schedules shall

prevail over the contents and specifications of the RFP.

2. SCOPE OF THE PROJECT

The Bidder shall be required to carry out the Scope of work as mentioned in RFP Vol 2 and

Annexures.

For the avoidance of doubt, it is expressly clarified that this Agreement shall govern the

provision of the contracted professional services rendered by the Bidder under the SLA to

DGE&T and its nominated agencies. It is anticipated that new or renewal agreements may be

undertaken by creating a separate SLA, with schedules and annexures as required, under this

Agreement for each additional engagement.

3. TERM AND DURATION OF THE AGREEMENT

This Agreement shall come into effect on <***> 20--- (hereinafter the „Effective Date‟) and

shall continue till “Completion of Phase 2 + 36 months”, unless terminated earlier in accordance

with clause 14.

The completion of Phase 2 is defined as the approval of the content by the Content Clearing

Committee.

The agreement may be extended by a period of 1 year each, up to a maximum of 2 years, as per

the decision by DGE&T and performance of the CSP.

4. CONDITIONS PRECEDENT & EFFECTIVE DATE

4.1. Provisions to take effect upon fulfilment of Conditions Precedent

Subject to express terms to the contrary, the rights and obligations under this Agreement shall

take effect only upon fulfillment of all the Conditions Precedent set out below. However, DGE&T

or its nominated agencies may at any time at its sole discretion waive fully or partially any of the

Conditions Precedent for the Bidder.

4.2. Conditions Precedent of the Bidder

The Bidder shall be required to fulfill the Conditions Precedent which is as follows:

a. To provide a Performance Security/Guarantee to DGE&T or its nominated agencies within

fifteen (15) days of award of the contract to the Bidder substantially in the format provided in in

RFP volume 1; and

b. To provide DGE&T or its nominated agencies certified true copies of its constitutional

documents and board resolutions authorizing the execution, delivery and performance of this

Agreement by the Bidder.

4.3. Extension of time for fulfilment of Conditions Precedent


Page 8 of 55

The Parties may, by mutual agreement extend the time for fulfilling the Conditions Precedent and

the Term of this Agreement.

For the avoidance of doubt, it is expressly clarified that any such extension of time shall be subject

to imposition of penalties on the Bidder linked to the delay in fulfilling the Conditions Precedent.

4.4. Non-fulfilment of the Bidder‟s Conditions Precedent

a. In the event that the Agreement fails to come into effect on account of non-fulfilment of the

Bidder‟s Conditions Precedent, DGE&T or its nominated agencies shall not be liable in any

manner whatsoever to the Bidder and DGE&T shall forthwith forfeit the bid security or

Performance Guarantee as the case may be.

5. OBLIGATIONS UNDER THE SLA

5.1. The SLA shall be a separate contract in respect of this Agreement and shall be entered into

concurrently with this Agreement between DGE&T and Bidder;

5.2. In relation to any future SLA entered into between the Parties; each of the Parties shall observe

and perform the obligations set out herein.

6. Change of Control

a. In the event of a change of control of the Bidder during the Term, the Bidder shall promptly notify

DGE&T and/or its nominated agencies of the same.

b. In the event that the net worth of the surviving entity is less than that of Bidder prior to the

change of control, DGE&T or its nominated agencies may within 30 days of becoming aware of

such change in control, require a replacement of existing Performance Guarantee furnished by the

Bidder from a guarantor acceptable to DGE&T or its nominated agencies (which shall not be

Bidder or any of its associated entities).

c. If such a guarantee is not furnished within 30 days of DGE&T or its nominated agencies requiring

the replacement, DGE&T may exercise its right to terminate the SLA and/ or this Agreement

within a further 30 days by written notice, to become effective as specified in such notice.

d. Pursuant to termination, the effects of termination as set out in clause 15 of this Agreement shall

follow.

e. For the avoidance of doubt, it is expressly clarified that the internal reorganization of the Bidder

shall not be deemed an event of a change of control for purposes of this clause unless the

surviving entity is of less net worth than the predecessor entity.

7. Final testing and certification – Not applicable

8. REPRESENTATIONS

8.1 Representations of the Bidder

The Bidder covenants and represents to DGE&T or its nominated agencies that:

a. It is duly organized and validly existing under the laws of India, and has full power and

authority to execute and perform its obligations under this Agreement and other agreements

and to carry out the transactions contemplated hereby;


Page 9 of 55

b. It has taken all necessary corporate and other actions under laws applicable to its business to

authorize the execution and delivery of this Agreement and to validly exercise its rights and

perform its obligations under this Agreement;

c. From the Effective Date, it will have the financial standing and capacity to undertake the

Project in accordance with the terms of this Agreement;

d. In providing the Services, it shall use reasonable endeavours not to cause any unnecessary

disruption to DGE&T's normal business operations

e. This Agreement has been duly executed by it and constitutes a legal, valid and binding

obligation, enforceable against it in accordance with the terms hereof, and its obligations

under this Agreement shall be legally valid, binding and enforceable against it in accordance

with the terms hereof;

f. The information furnished in the tender documents and as updated on or before the date of

this Agreement is to the best of its knowledge and belief true and accurate in all material

respects as at the date of this Agreement;

g. The execution, delivery and performance of this Agreement shall not conflict with, result in

the breach of, constitute a default by any of the terms of its Memorandum and Articles of

Association or any Applicable Laws or any covenant, contract, agreement, arrangement,

understanding, decree or order to which it is a party or by which it or any of its properties or

assets is bound or affected;

h. There are no material actions, suits, proceedings, or investigations pending or, to its

knowledge, threatened against it at law or in equity before any court or before any other

judicial, quasi-judicial or other authority, the outcome of which may result in the breach of

this Agreement or which individually or in the aggregate may result in any material

impairment of its ability to perform any of its material obligations under this Agreement;

i. It has no knowledge of any violation or default with respect to any order, writ, injunction or

decree of any court or any legally binding order of any Government Instrumentality which

may result in any Adverse Effect on its ability to perform its obligations under this Agreement

and no fact or circumstance exists which may give rise to such proceedings that would

adversely affect the performance of its obligations under this Agreement;

j. It has complied with Applicable Laws in all material respects and has not been subject to any

fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate

have or may have an Adverse Effect on its ability to perform its obligations under this

Agreement;

k. It and its personnel, have the necessary experience, skill, knowledge and competence to

perform the Services;

l. It will not, nor will it suffer or permit any third party under its direction or control to

negligently introduce into the Client's systems or any deliverables any harmful code.

m. No representation or warranty by it contained herein or in any other document furnished by it

to DGE&T or its nominated agencies in relation to the Required Consents contains or shall

contain any untrue or misleading statement of material fact or omits or shall omit to state a

material fact necessary to make such representation or warranty not misleading; and

n. No sums, in cash or kind, have been paid or shall be paid, by it or on its behalf, to any person

by way of fees, commission or otherwise for entering into this Agreement or for influencing or

attempting to influence any officer or employee of DGE&T or its nominated agencies in

connection therewith.


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9. OBLIGATIONS OF DGE&T OR ITS NOMINATED AGENCIES

Without prejudice to any other undertakings or obligations of DGE&T or its nominated agencies

under this Agreement, DGE&T or its nominated agencies shall perform the Roles &

Responsibilities as mentioned in Section 2 of the RFP.

10. OBLIGATIONS OF THE BIDDER

The Bidder shall perform the Roles & Responsibilities as mentioned in Section 2 of the RFP.

11. GOVERNANCE

11.1 Governance

The review and management process of this Agreement shall be carried out in

accordance with the Governance Schedule set out in RFP Vol 2and shall cover all the

management aspects of the Project.

11.2 Changes – Not applicable

11.3 Security and Safety

a. The Bidder shall comply with the technical requirements of the relevant security,

safety and other requirements specified in the Information Technology Act or

Telegraph Act including the regulations issued by dept. of telecom (wherever

applicable), IT Security Manual of DGE&T & the Other Security requirements as

specifically stated in the RFP and follow the industry standards related to safety and

security (including those as stated in the RFP), insofar as it applies to the provision of

the Services.

b. Each Party to the SLA/Agreement shall also comply with DGE&T or the Government

of India, and the respective State‟s security standards and policies in force from time

to time at each location of which DGE&T or its nominated agencies make the Bidder

aware in writing insofar as the same apply to the provision of the Services.

c. The Parties to the SLA/Agreement shall use reasonable endeavours to report forthwith

in writing to each other all identified attempts (whether successful or not) by

unauthorized persons (including unauthorized persons who are employees of any

Party) either to gain access to or interfere with DGE&T as the case may be or any of

their nominees data, facilities or Confidential Information.

d. The Bidder shall upon request by DGE&T as the case may be or their nominee(s)

participate in regular meetings when safety and information technology security

matters are reviewed.

e. As per the provisions of the SLA or this Agreement, the Bidder shall promptly report

in writing to DGE&T or its nominated agencies, any act or omission which they are

aware that could have an adverse effect on the proper conduct of safety and

information technology security at the facilities of DGE&T as the case may be.

11.4 Cooperation

Except as otherwise provided elsewhere in this Agreement or the SLA, each Party

(“Providing Party”) to this Agreement or to the SLA undertakes promptly to


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provide the other Party (“Receiving Party”) with all such information and co-

operation which the Receiving Party reasonably requests, provided that such

information and co-operation:

a. Does not require material expenditure by the Providing Party to provide the same;

b. Is reasonably required by the Receiving Party in order for it to comply with its

obligations under this Agreement or the SLA;

c. Cannot be construed to be Confidential Information; and

d. Is capable of being provided by the Providing Party.

Further, each Party agrees to co-operate with the other Party as reasonably requested

in order to accomplish the purposes of this Agreement.

12. FINANCIAL MATTERS

12.1. Terms of Payment and Service Credits and Debits

a. In consideration of the Services and subject to the provisions of this Agreement and of

the SLA, DGE&T shall pay the Bidder for the Services rendered in pursuance of this

Agreement, in accordance with the Terms of Payment Schedule set out in RFP

Vol……….

b. All payments are subject to the application of service credits and debits as may be

provided for in the SLA. For the avoidance of doubt, it is expressly clarified that

DGE&T will pay the service credits as stated in accordance with the Terms of Payment

Schedule set out in RFP Vol 2 and DGE&T may also calculate a financial sum and

debit the same against the Terms of Payment Schedule as set out in RFP Vol 2 of this

Agreement as a result of the failure of the Bidder to meet the Service Level as defined

in RFP Vol 2.

c. Save and except as otherwise provided for herein or as agreed between the Parties in

writing, DGE&T shall not be required to make any payments in respect of the Services

(or, without limitation to the foregoing, in respect of the Bidder performance of any

obligations under this Agreement) other than those covered in Terms of Payment

Schedule set out in RFP Vol 2. For the avoidance of doubt, it is expressly clarified that

the payments shall be deemed to include all ancillary and incidental costs and charges

arising in the course of delivery of the Services including consultancy charges,

infrastructure costs, project costs, implementation and management charges and all

other related costs including taxes which are addressed in this clause.

13. Invoicing and Settlement

Subject to the specific terms of the SLA, the Bidder shall submit its invoices in

accordance with the following principles:

a. DGE&T shall be invoiced by the Bidder for the Services. Generally and unless

otherwise agreed in writing between the Parties or expressly set out in the SLA, the

Bidder shall raise an invoice as per Terms of Payment Schedule set out in RFP Vol 2;

and

b. Any invoice presented in accordance with this Article shall be in a form agreed with

DGE&T.


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c. The Bidder alone shall invoice all payments after receiving due approval from the

competent authority. Such invoices shall be accurate and all adjustments to or

changes in the terms of payment as stated in Terms of Payment Schedule set out in

RFP Vol 2. The Bidder shall waive any charge for a Service that is not invoiced within

six months after the end of the month in which the change relating to such Service is

(i) authorized or (ii) incurred, whichever is later.

d. Payment of each valid and undisputed invoice shall be due and payable within 30

working days of the receipt of invoice along with supporting documents by DGE&T

subject to deduction of penalties. The penalties are imposed on the Bidder as per the

SLA criteria specified in the SLA.

e. DGE&T shall be entitled to delay or withhold payment of any invoice or part of invoice

delivered by the Bidder under Terms of Payment Schedule set out in RFP Vol 2where

DGE&T disputes/withholds such invoice or part of invoice. The withheld amount shall

be limited to that which is in dispute. Any exercise by DGE&T under this clause shall

not entitle the Bidder to delay or withhold provision of the Services.

14. Tax

a. DGE&T or its nominated agencies shall be responsible for withholding taxes from the

amounts due and payable to the Bidder wherever applicable. The Bidder shall be

solely responsible to pay all other taxes in connection with this Agreement, SLA, scope

of work and any other engagement required to be undertaken as a part of this

Agreement, including, but not limited to, property, sales, use, excise, value-added,

goods and services, consumption and other similar taxes or duties.

b. DGE&T or its nominated agencies shall provide Bidder with the copies of the tax

receipt of any withholding taxes paid by DGE&T or its nominated agencies on

payments under this Agreement. The Bidder agrees to indemnify, defend and hold

harmless DGE&T or its nominated agencies from any claims, judgments, actions,

suits, proceedings, demands, liabilities, costs, losses, damages and expenses,

including, reasonable attorney‟s fees arising out of or relating to taxes that are its

responsibility under this paragraph. For purposes of this Agreement, taxes shall

include taxes incurred on transactions between and among DGE&T or its nominated

agencies, the Bidder and third party subcontractors.

c. If, after the date of this Agreement, there is any change of rate of levy under the

existing applicable laws of India with respect to taxes and duties, which are directly

payable by DGE&T for providing the services i.e. service tax or any such other

applicable tax from time to time, which increase or decreases the cost incurred by the

Bidder in performing the Services, then the remuneration and reimbursable expense

otherwise payable to DGE&T under this Agreement shall be increased or decreased

accordingly by correspondence between the Parties hereto, and corresponding

adjustments shall be made to the ceiling amounts specified in Terms of Payment

Schedule set out in RFP Vol 2 Section 5. However, in case of any new or fresh tax or

levy imposed after submission of the proposal the Bidder shall be entitled to

reimbursement on submission of proof of payment of such tax or levy.

15. TERMINATION

15.1. Material Breach


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a. In the event a Party materially breaches its obligations under this Agreement, the non-

defaulting aggrieved Party may terminate this Agreement upon giving a one month‟s

written notice for curing the Material Breach to the other Party. In case the Material

Breach continues, after the notice period, DGE&T or Bidder, as the case may be will

have the option to terminate the Agreement. Termination of this Agreement will be

without prejudice to any other rights and remedies that a non-defaulting may have

under this Agreement or at law or in equity. Any notice served pursuant to this clause

shall give reasonable details of the Material Breach, which could include the following

events and the termination will become effective:

b. If the Bidder is not able to deliver the Services as per the SLAs defined in RFP and or

the work order which translates into Material Breach, then DGE&T may serve a 30

days written notice for curing this Material Breach. In case the Material Breach

continues, after the expiry of such notice period, DGE&T will have the option to

terminate this Agreement, provided that DGE&T may only exercise such right to

terminate for SLA failure after the SLA penalty cap is exhausted by DGE&T. Further,

DGE&T may at its sole discretion afford a reasonable opportunity to the Bidder to

explain the circumstances leading to such a breach.

c. DGE&T may, upon its sole discretion, by giving a one month‟s written notice,

terminate this Agreement if there is a change of control of the Bidder has taken place.

For the purposes of this clause, in the case of Bidder, change of control shall mean the

events stated in clause 5.3, and such notice shall become effective at the end of the

notice period as set out in clause 5.3 (c).

d. In the event that Bidder undergoes such a change of control, DGE&T may, as an

alternative to termination, require a full Performance Guarantee for the obligations of

Bidder by a guarantor acceptable to DGE&T or its nominated agencies. If such a

guarantee is not furnished within 30 days of DGE&T‟s demand, DGE&T may exercise

its right to terminate this Agreement in accordance with this clause by giving 15 days

further written notice to the Bidder.

e. DGE&T may terminate this Agreement at any time upon 60 days prior written notice

to Bidder. In the event of any such termination under this clause, DGE&T will only be

liable to make any payments which are due hereunder to Bidder for work performed

in accordance with the terms and conditions herein upto the date of such termination.

f. The termination provisions set out in this clause shall apply mutatis mutandis to the

SLA.

15.2.Effects of termination

a. In the event that DGE&T terminates this Agreement pursuant to failure on the part of

the Bidder to comply with the conditions as contained in this Agreement and

depending on the event of default, Performance Guarantee furnished by Bidder may

be forfeited.

b. Upon termination of this Agreement, the Parties will comply with the Exit

Management Schedule set out as Schedule II of this Agreement.

c. In the event that DGE&T or the Bidder terminates this Agreement, the compensation

will be decided in accordance with the Terms of Payment Schedule set out as RFP Vol

2 Section 5.

d. DGE&T agrees to pay Bidder for all fees for Services Bidder provides and any

Deliverables Bidder delivers through termination, . Upon any termination or


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expiration of this Agreement, Bidder will (i) deliver to DGE&T all deliverables or work

product, including any in progress at the time of termination or expiration, (ii) repay

all monies paid in advance for services not yet provided; (iii) work with DGE&T or its

nominated agency to ensure a smooth transition of services.

15.3. Termination of this Agreement due to bankruptcy of Bidder

DGE&T may serve written notice on Bidder at any time to terminate this Agreement with immediate

effect upon institution of bankruptcy proceedings against the Bidder or if there is an appointment of

receiver over the bidders‟ assets by a court or in case of a similar proceedings or cessation of business

of the bidder.

16. INDEMNIFICATION & LIMITATION OF LIABILITY

16.1. Subject to Clause 16.2, Bidder (the "Indemnifying Party") at its expense and to

the maximum extent permitted by law, undertakes to indemnify, defend and

hold harmless DGE&T (the "Indemnified Party") and its nominated agency from

and against all losses, liabilities, costs, damages and expenses and will reimburse

such fees and expenses as they are incurred, including in connection with any

claim or action threatened or brought against the Indemnified Party, attributable

to the Indemnifying Party's or its representative‟s negligence or wilful default,

including but not limited to, bodily injury, death or damage to tangible personal

property arising in favour of any person, corporation or other entity (including

the Indemnified Party) in performance or non-performance under this

Agreement; provided, however, that Indemnifying Party shall not be obligated to

defend, indemnify, or hold the Indemnified Party from and against any such

liabilities, costs, loses, damages and expenses to the extent caused solely by any

negligent act or omission or intentional wrongdoing of such Indemnified Party .

16.2. The Indemnifying Party at its expense and to the maximum extent permitted

by law, will indemnify, defend and hold harmless the Indemnified Party from

and against all claims, actions, suits, proceedings, judgments, demands losses,

liabilities, costs, damages and expenses and will reimburse such fees and

expenses as they are incurred, including in connection with any claim or action

threatened or brought against the Indemnified Party, arising out of or relating to

any claim that the provision or the utilization of any services or any portion

thereof constitutes an infringement, violation, trespass, contravention or breach

of any intellectual property rights of any third party , or constitutes the

unauthorized use of any trade secret of any third party.

16.3. Indemnified Party will promptly notify the Indemnifying Party of any such

claim or action and will reasonably co-operate with Indemnifying Party in the

defence of any such claim or action, at Indemnifying Party‟s expense.

Indemnifying Party will not indemnify the Indemnified Party, however, if the

claim of infringement is caused by (a) Indemnified Party‟s misuse or modification

of the Service; (b) Indemnified Party‟s failure to use corrections or enhancements

made available by the Indemnifying Party; (c) Indemnified Party‟s use of the

Service in combination with any product or information not owned or developed

by Indemnifying Party; (d)Indemnified Party‟s distribution, marketing or use for

the benefit of third parties of the Service; or (e) information, direction,

specification or materials provided by Indemnified Party or any third party

contracted to it. If any Service is or likely to be held to be infringing,

Indemnifying Party shall at its expense and option either (i) procure the right for

Indemnified Party to continue using services or such portion thereof, as


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contemplated hereunder, (ii) replace it with an equally suitable, compatible, non-

infringing and functionally equivalent services as reasonably determined by

Indemnified Party , (iii) modify the services or such portion thereof, to make it

non infringing (provided such modification does not adversely affect the

utilization of such services, as reasonably determined by Indemnified Party).

16.4. The indemnities set out in Clause 16.1 shall be subject to the following

conditions:

a. The Indemnified Party as promptly as practicable informs the Indemnifying Party in

writing of the claim or proceedings;

b. The Indemnified Party shall, at the cost of the Indemnifying Party, give the

Indemnifying Party all reasonable assistance in the defense of such claim or

proceedings including reasonable access to all relevant information, documentation

and personnel provided that the Indemnified Party may, at its sole cost and expense,

reasonably participate, through its attorneys or otherwise, in such defense;

c. The Indemnifying Party may participate in such Defense at its sole cost and expense,

and the Indemnified Party will have the right to defend the claim in such manner as it

may deem appropriate, and the cost and expense of the Indemnified Party will be

included in Losses;

d. The Indemnified Party shall not prejudice, pay or accept any proceedings or claim, or

compromise or consent to the entry of any judgment in any such commenced or

threatened proceedings or claim, without the prior written consent of the

Indemnifying Party;

e. All settlements of claims or proceedings subject to indemnification under this Clause

will:

i. Be entered into only with the prior written consent of the Indemnified Party,

and include an unconditional release to the Indemnified Party from the

claimant or plaintiff for all liability in respect of such claim or threatened

proceedings or claim; and

ii. Include any appropriate confidentiality agreement prohibiting disclosure of

the terms of such settlement;

f. The Indemnified Party shall account to the Indemnifying Party for all awards,

settlements, damages and costs (if any) finally awarded in favour of the Indemnified

Party which are to be paid to it in connection with any such claim or proceedings or

threatened proceedings or claims;

g. The Indemnified Party shall take steps that the Indemnifying Party may reasonably

require to mitigate or reduce its loss as a result of such a claim or proceedings or

threatened proceedings or claim;

h. In the event that the Indemnifying Party is obligated to indemnify an Indemnified

Party pursuant to this clause, the Indemnifying Party will, upon payment of such

indemnity in full, be subrogated to all rights and defenses of the Indemnified Party

with respect to the claims or proceedings to which such indemnification relates; and

i. If a Party makes a claim under the indemnity set out under clause 15.1 above in

respect of any particular loss or losses, then that Party shall not be entitled to make

any further claim in respect of that Loss or Losses (including any claim for damages).

16.5. The liability of Bidder (whether in contract, tort, negligence, strict liability in

tort, by statute or otherwise) for any claim in any manner related to this


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Agreement, including the work, deliverables or Services covered by this

Agreement, shall be the payment of direct damages only which shall in no event

in the aggregate exceed the total value of the contract The liability cap given

under this clause 16.5 shall not be applicable to the indemnification obligations

set out in clause 16.1 and breach of clause 11.3 and 18 of this Agreement, or the

Bidder‟s wilful misconduct or gross negligence, or any claims of personal injury or

property or damage.

16.6. In no event shall either party be liable for any consequential, incidental,

indirect, special or punitive damage, loss or expenses (including but not limited

to business interruption, lost business, lost profits, or lost savings) nor for any

third party claims (other than those set-forth in clause 16.1) even if it has been

advised of their possible existence.

16.7. The allocations of liability in this Section 16 represent the agreed and bargained-

for understanding of the parties and compensation for the Services reflects such

allocations. Each Party has a duty to mitigate the damages and any amounts

payable under an indemnity that would otherwise be recoverable from the other

Party pursuant to this Agreement by taking appropriate and commercially

reasonable actions to reduce or limit the amount of such damages or amounts.

17. FORCE MAJEURE

17.1 Definition of Force Majeure

The Bidder or DGE&T as the case may be, shall be entitled to suspend or excuse

performance of its respective obligations under this Agreement to the extent that

such performance is impeded by an event of force majeure („Force Majeure‟).

17.2 Force Majeure events

A Force Majeure event means any event or circumstance or a combination of events

and circumstances referred to in this clause, which:

a. is beyond the reasonable control of the affected Party;

b. such Party could not have prevented or reasonably overcome with the exercise of

reasonable skill and care;

c. does not result from the negligence of such Party or the failure of such Party to

perform its obligations under this Agreement;

d. is of an incapacitating nature and prevents or causes a delay or impediment in

performance; and

e. may be classified as all or any of the following events:

Such events include:

a. Non-Political Events

i. act of God, including earthquake, flood, inundation, landslide, exceptionally

adverse weather conditions, storm, tempest, hurricane, cyclone, lightning,

thunder, volcanic eruption, fire or other extreme atmospheric conditions;


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ii. radioactive contamination or ionizing radiation or biological contamination

except as may be attributable to the Bidder‟s use of radiation or radioactivity

or biologically contaminating material;

iii. strikes, lockouts, boycotts, labour disruptions or any other industrial

disturbances as the case may be not arising on account of the acts or omissions

of the Bidder and which affect the timely implementation and continued

operation of the Project; or

iv. any event or circumstances of a nature analogous to any of the foregoing.

b. Political Events

i. Change in Law, other than any Change in Law for which relief is provided

under this Agreement;

ii. expropriation or compulsory acquisition by DGE&T or any of their nominated

agencies of any material assets or rights of the Implementing Partner;

iii. unlawful or unauthorised revocation of, or refusal by DGE&T or any of their

nominated agencies, GoI or any of its agencies to renew or grant any clearance

or Required Consents required by the Bidder to perform its obligations

without valid cause, provided that such delay, modification, denial, refusal or

revocation did not result from the Bidder‟s inability or failure to comply with

any condition relating to grant, maintenance or renewal of such Required

Consents applied on a non-discriminatory basis;

iv. any judgment or order of any court of competent jurisdiction or statutory

authority in India made against the Bidder in any proceedings for reasons

other than failure of the Bidder to comply with Applicable Laws or Required

Consents or on account of breach thereof, or of any contract, or enforcement

of this Agreement or exercise of any of its rights under this Agreement;

v. expropriation or compulsory acquisition by DGE&T or any of their nominated

agencies of any material assets or rights of the Bidder;

vi. unlawful or unauthorized revocation of, or refusal by any authority other than

DGE&T or any of their nominated agencies to renew or grant any Required

Consents required by the Bidder to perform its obligations without valid cause,

provided that such delay, modification, denial, refusal or revocation did not

result from the Bidder‟s inability or failure to comply with any condition

relating to grant, maintenance or renewal of such Required Consents applied

on a non-discriminatory basis;

vii. any requisition of the Project by any other authority; or

viii. any requisition of the Project by DGE&T or any of their nominated agencies.

ix. For the avoidance of doubt, suspension of the Project in accordance with the

provisions of this Agreement shall not be considered a requisition for the

purposes of Force Majeure event.

c. Other Events

i. an act of war (whether declared or undeclared), hostilities, invasion, armed

conflict or act of foreign enemy, blockade, embargo, prolonged riot,

insurrection, terrorist or military action, civil commotion or politically

motivated sabotage, for a continuous period exceeding seven (7) days.

For the avoidance of doubt, it is expressly clarified that the failure on the part of the Bidder


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under this Agreement or the SLA to implement any disaster contingency planning and back-up

and other data safeguards in accordance with the terms of this Agreement or the SLA against

natural disaster, fire, sabotage or other similar occurrence shall not be deemed to be a Force

Majeure event. For the avoidance of doubt, it is further clarified that any negligence in

performance of Services which directly causes any breach of security like hacking aren‟t the forces

of nature and hence wouldn‟t be qualified under the definition of “Force Majeure”. In so far as

applicable to the performance of Services, Bidder will be solely responsible to complete the risk

assessment and ensure implementation of adequate security hygiene, best practices, processes

and technology to prevent any breach of security and any resulting liability therefrom

(wherever applicable).

17.3 Notification procedure for Force Majeure

a. The affected Party shall notify the other Party of a Force Majeure event within seven

(7) days of occurrence of such event. If the other Party disputes the claim for relief

under Force Majeure it shall give the claiming Party written notice of such dispute

within thirty (30) days of such notice. Such dispute shall be dealt with in accordance

with the dispute resolution mechanism in accordance with clause 25.

b. Upon cessation of the situation which led the Party claiming Force Majeure, the

claiming Party shall within seven (7) days hereof notify the other Party in writing of

the cessation and the Parties shall as soon as practicable thereafter continue

performance of all obligations under this Agreement.

17.4 Allocation of costs arising out of Force Majeure

a. Upon the occurrence of any Force Majeure Event prior to the Effective Date, the

Parties shall bear their respective costs and no Party shall be required to pay to the

other Party any costs thereof.

b. Upon occurrence of a Force Majeure Event after the Effective Date, the costs incurred

and attributable to such event and directly relating to the Project („Force Majeure

Costs‟) shall be allocated and paid as follows:

i. upon occurrence of a Non-Political Event, the Parties shall bear their

respective Force Majeure Costs and neither Party shall be required to pay to

the other Party any costs thereof.

ii. upon occurrence of an other event of Force Majeure, all Force Majeure Costs

attributable to such other event, and not exceeding the Insurance Cover for

such other event, shall be borne by the Bidder and to the extent Force Majeure

costs exceed such Insurance Cover, one half of such excess amount shall be

reimbursed by DGE&T to the Bidder (optional clause – to be used, if

relevant.)

iii. upon occurrence of a Political Event, all Force Majeure Costs attributable to

such Political Event shall be reimbursed by DGE&T to the Bidder.

iv. For the avoidance of doubt, Force Majeure Costs may include interest

payments on debt, operation and maintenance expenses, any increase in the

cost of the Services on account of inflation and all other costs directly

attributable to the Force Majeure Event.

v. Save and except as expressly provided in this clause, neither Party shall be

liable in any manner whatsoever to the other Party in respect of any loss,

damage, costs, expense, claims, demands and proceedings relating to or


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arising out of occurrence or existence of any Force Majeure Event or exercise

of any right pursuant hereof.

17.5 Consultation and duty to mitigate

a. Except as otherwise provided in this clause, the affected Party shall, at its own cost,

take all steps reasonably required to remedy and mitigate the effects of the Force

Majeure event and restore its ability to perform its obligations under this Agreement

as soon as reasonably practicable. The Parties shall consult with each other to

determine the reasonable measures to be implemented to minimize the losses of each

Party resulting from the Force Majeure event. The affected Party shall keep the other

Parties informed of its efforts to remedy the effect of the Force Majeure event and

shall make reasonable efforts to mitigate such event on a continuous basis and shall

provide written notice of the resumption of performance hereunder.

18. CONFIDENTIALITY

18.1 DGE&T or its nominated agencies shall allow the Bidder to review and utilize highly

confidential public records and the Bidder shall maintain the highest level of secrecy,

confidentiality and privacy with regard thereto.

18.2 Additionally, the Bidder shall keep confidential all the details and information

with regard to the Project, including systems, facilities, operations, management and

maintenance of the systems/facilities.

18.3 DGE&T or its nominated agencies shall retain all rights to prevent, stop and if

required take the necessary punitive action against the Bidder regarding any

forbidden disclosure.

18.4 Bidder may disclose the confidential information to its representatives who

have a need to know such confidential information solely in connection with this

Agreement.

18.5 The Bidder shall ensure that all its employees, agents, representatives and sub-

contracted partners execute individual non-disclosure agreements, which have been

duly approved by the DGE&T with respect to this Project and will assume full

responsibility for any failure to comply with the terms of this Agreement by any such

employees, agents, representatives and sub-contracted partners.

18.6 For the avoidance of doubt, it is expressly clarified that the aforesaid provisions shall

not apply to the following information:

a. information already available in the public domain;

b. information which has been developed independently by the Bidder;

c. information which has been received from a third party who had the right to disclose

the aforesaid information;

d. information which has been disclosed to the public pursuant to a court order.

18.7 Bidder will not transfer or disclose any such confidential information to any third

party without DGE&T‟s prior written consent and without such third party having a

contractual obligation to keep such confidential information confidential.

18.8 Bidder will not use any confidential information for any other purpose other than to

provide Services to DGE&T under this Agreement.

18.9 To the extent the Bidder shares its confidential or proprietary information with

DGE&T for effective performance of the Services, the provisions of the Clause 17.1 to

17.3 shall apply mutatis mutandis on DGE&T or its nominated agencies.


Page 20 of 55

19. AUDIT, ACCESS AND REPORTING

The Bidder shall allow access to DGE&T and or its nominated agencies to all

information which is in the possession or control of the Bidder and which relates to

the provision of the Services as set out in the Audit, Access and Reporting Schedule

and which is reasonably required by DGE&T to comply with the terms of the Audit,

Access and Reporting Schedule set out as Terms of Payment Schedule set out in RFP

Vol 2.

20. INTELLECTUAL PROPERTY RIGHTS

DGE&T shall have exclusive title and ownership rights, including all trademark patents,

copyrights, trade secrets, operating practices/ procedures or other intellectual property

rights, relating to the content and like prepared, developed, conceived or delivered as part

of or in connection with the Services and any derivatives of the foregoing to which DGE&T

has sovereign rights. Nothing herein shall or will be construed or deemed to grant to the

Bidder any right, title, license, sub-license, proprietary right or other claim against or

interest in, to or under (whether by estoppels, by implication or otherwise) to the aforesaid

rights.

Except to the extent otherwise expressly provided in this Agreement, the Bidder hereby

grants to DGE&T an exclusive, royalty free, all media, irrevocable, unrestricted and

unlimited license to use the content in any manner under or pursuant to this Agreement

for whatsoever purpose. Further specifically to allow DGE&T, to use the Content in the

manner given hereinabove, irrespective of the number of users or sessions or applications

or any other restrictions without additional cost. The Bidder will ensure that all necessary

licenses and/or copyright and all other consents and permissions are obtained from all

third parties to enable DGE&T, to make the fullest use of the Content for which license is

granted. In addition the Bidder undertakes to indemnify the DGE&T against any claims

caused by the Bidder‟s failure to obtain such licenses, consents and approvals from the

third parties in respect of the Content.

Without limiting the generality and except to the extent otherwise expressly agreed by the

Parties to this Agreement or the SLA in writing, nothing contained in this Agreement shall

or will be construed or deemed to grant to the Bidder any right, title, license or other

interest in, to or under (whether by estoppels, by implication or otherwise) any logo,

trademark, trade name, service mark or similar designations of DGE&T or its nominees or

any confusingly similar designations of Project.

If Bidder uses in the course of the provision of the Services any Third Party System (i.e. Systems (or

any part thereof) in which the Intellectual Property Rights are owned by a third party and to which

Bidder has been granted a license to use and which are used in the provision of Services) it will use all

commercially reasonable endeavours to pass through to DGE&T such third party's warranties relating

to such Third Party Systems. In the event that such warranties cannot be passed through to or enforced

by DGE&T, the Bidder will enforce such warranties on DGE&T‟s behalf and account to DGE&T for so

doing.

In respect of Bidder‟s usage of third party Intellectual Property Rights, Bidder undertakes to assist

DGE&T to secure such consents or licenses from such third parties as are necessary to perform

Services hereunder. The obligations of the Bidder under this Article shall be considered part of the

services performed by the Bidder under the Exit Management Services.


Page 21 of 55

Deliverables will be provided to DGE&T by the Bidder during the course of its performance under this

Agreement. All right, title and interest in and to such Deliverables, shall, as between Bidder and

DGE&T, immediately upon creation vest in DGE&T.

21. WARRANTY

21.1. The Bidder further warrants that all Services will be performed to the best of Bidder‟s

ability and in an effective, timely, professional and workmanlike manner in

accordance with the highest applicable industry standards and practices and such

Services will be performed in accordance with any specifications and documentations

set forth in the RFP and will comply, including the utilization thereof as contemplated

hereunder, with all applicable laws, rules, regulations, orders of any governmental

agencies; and will not violate or contravene the terms of any contract between Bidder

and any third party.

21.2. The Bidder further warrants that it has and will have all right, titles, licenses, intellectual

property, permissions and approvals necessary in connection with its performance

under this Agreement and to grant DGE&T rights granted hereunder; and none of the

services nor the utilization of the services will, violate, infringe, trespass or in any

manner contravene or breach or constitute the unauthorized use or misappropriation of

any intellectual property of any third party.

21.3. The Bidder warrants that the Bidder owns or will prior to delivery of the content to

DGE&T have obtained all rights, consents, licenses, clearances and waivers in or in

relation to the Content (and all material contained therein) which are necessary to

enable DGE&T to include the Content in, and make the Contents available through the

portal;

21.4. The Bidder further warrants that the Content (or any part thereof) as delivered by

the Bidder to DGE&T or its nominated agency under this Agreement will not be

obscene or will not breach any law or regulation or infringe any rights of

copyright, performing right or other proprietary right or interest of any third

party or constitute a breach of confidence or be defamatory of any person;

21.5.The Bidder further warrants that it will not create Content that defames or threatens

others. Bidder will not make statements that are bigoted, hateful or racially

offensive.

21.6. The Bidder further warrants that the Bidder will not promote competitive

websites or companies.

21.7. The Bidder warrants that the Content is not owned by any third party and the

same is believed to be accurate and has not been obtained by any unlawful means.

In the event an error in the accuracy of the Content is discovered, Bidder agrees

to edit and make corrections;

21.8. The Content provided by the Bidder will be free from any virus or any other

disabling or harmful codes;

21.9. If during the warranty period any defect or deficiency is found in the Content

developed and created by the Bidder, the Bidder shall promptly, in consultation and

agreement with DGE&T, and at the Bidder‟s sole cost repair, replace, or otherwise

make good such default, defect or deficiency in the Content. content.

21.10. Except as set forth in this Agreement, neither Party makes any other

warranties, both express and implied, and all other warranties, including without


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limitation that of merchantability or fitness for intended purpose is specifically

disclaimed.

22. LIQUIDATED DAMAGES

The delivery dates, timetables, milestones and other requirements mentioned in the RFP and the

work order are binding on the Bidder. In the event of delay or any gross negligence, for causes

attributable to the Bidder, in meeting the milestones and associated deliverables, milestones and time

table DGE&T shall be entitled to recover from the Bidder as agreed, liquidated damages as mentioned

as part of the SLA in RFP Vol 2.

23. INSURANCE COVER

23.1 Bidder will, during the term of the Agreement, at its sole cost and expense, obtain and maintain if full force and effect, adequate standard forms of insurance which are mandatorily to be maintained as per the applicable laws and Bidder further, agrees to provide to DGE&T on request copies of such policy of insurance and evidence that the premiums have been paid. Nothing in this Section will be construed as limiting Bidder‟ liability to DGE&T or any third party. The mere purchase and existence of insurance does not reduce or release Bidder from liability incurred or assumed during the scope of the Agreement. Bidder‟s obligation to maintain insurance coverage, shall be in addition to, and not in substitution for, Bidder‟s other obligation hereunder and Bidder‟s liability to GE&T shall not be limited to the amount of coverage required hereunder.

23.2 Non-compliance

DGE&T or its nominated agencies may, at its election, terminate this Agreement upon the failure of

Bidder, or notification of such failure, to maintain the insurance coverage..

24. MISCELLANEOUS

4.1. Personnel

a. The personnel assigned by Bidder to perform the Services shall be employees of

Bidder and under no circumstances shall such personnel be considered employees of

DGE&T or its nominated agencies. The Bidder shall have the sole responsibility for

the supervision and control of the personnel deployed in the Project and for payment

of such personnel‟s compensation, including salary, withholding of income taxes ,

worker‟s compensation, employee and disability benefits and the like and shall be

responsible for all obligations of an employer subject to Applicable Law.

b. The Bidder shall use its best efforts to ensure that sufficient Bidder personnel are

assigned to perform the Services and that such personnel have appropriate

qualifications to perform the Services. Bidder will maintain continuity of personnel

consistent with its obligation to perform the Services. After discussion with Bidder,

DGE&T or its nominated agencies shall have the right to require the removal or

replacement of any Bidder personnel performing work under this Agreement. In the

event that DGE&T or its nominated agencies requests that any Bidder personnel be

replaced for any reasons, Bidder will provide an equally qualified replacement and

the substitution of such personnel shall be accomplished pursuant to a mutually

agreed upon schedule. In the event that Bidder provides a replacement of personnel,

Bidder will not charge DGE&T for the number of hours required to train the

replacement until such personnel is familiar with the particular project, so that the

replacement is capable of performing the services under this Agreement.


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c. In the event that DGE&T and Bidder identify any personnel of Bidder as “Key

Personnel”, then the Bidder shall not remove such personnel from the Project without

the prior written consent of DGE&T or its nominated agencies unless such removal is

the result of an unavoidable circumstance which is beyond the control of the Bidder,

including but not limited to resignation, termination, medical leave, etc.

d. Except as stated in this clause, nothing in this Agreement or the SLA will limit the

ability of Bidder to freely assign or reassign its employees; provided that Bidder

shall be responsible, at its expense, for transferring all appropriate knowledge from

personnel being replaced to their replacements. DGE&T or its nominated agencies

shall have the right to review and approve Bidder‟s plan for any such knowledge

transfer. Bidder shall maintain the same or higher standards for skills and

professionalism among replacement personnel as in personnel being replaced.

e. Bidder shall be responsible for the performance of all its obligations under this

Agreement or the SLA as the case may be and shall be liable for the acts and

omissions of its employees and agents in connection therewith.

f. Neither Party will solicit for employment or knowingly hire an employee of the other

Party with whom such Party has contact pursuant to project engagements under

this Agreement. This restriction shall not apply to employees of either Party

responding to advertisements in job fairs or news media circulated to the general

public.

4.2. Independent Contractor

Bidder is acting as an independent contractor and the Bidder is solely responsible for its

actions and inactions , and nothing in this Agreement or the SLA shall be construed as

establishing or implying any partnership or joint venture or employment relationship

between the Parties to this Agreement or the SLA and, except as expressly stated in this

Agreement or the SLA, nothing in this Agreement or the SLA shall be deemed to

constitute any Parties as the agent of any other Party or authorizes either Party to:

a. incur any expenses on behalf of the other Party;

b. enter into any engagement or make any representation or warranty on behalf of the

other Party;

c. pledge the credit of or otherwise bind or oblige the other Party; or

d. commit the other Party in any way whatsoever without in each case obtaining the

other Party‟s prior written consent.

4.3. Sub-contractors

Bidder is allowed to subcontract part of the scope of work as per Section 2.2 Eligible

Bidders of Vol 1 of the RFP.

4.4. Assignment

a. All terms and provisions of this Agreement shall be binding on and shall inure to the

benefit of DGE&T and their respective successors and permitted assigns.

b. The Bidder shall not be permitted to assign its rights and obligations under this

Agreement to any third party.


Page 24 of 55

c. DGE&T may assign all or any part of this Agreement and Schedules/Annexures, to any

third party.

4.5. Notices

a. Any notice or other document which may be given by either Party under this

Agreement or under the SLA shall be given in writing in person or by pre-paid

recorded delivery post, email or by facsimile transmission.

b. In relation to a notice given under this Agreement, any such notice or other document

shall be addressed to the other Party‟s principal or registered office address as set out

below:

<Insert Address> Tel:

Fax:

Email:

Contact:

With a copy to:

Bidder

Tel:

Fax:

Email:

Contact:

c. In relation to a notice given under the MSA / SLA, a Party shall specify the Parties‟

address for service of notices, any such notice to be copied to the Parties at the

addresses set out in this clause.

d. Any such notice or other document shall be deemed to have been given to the other

Party (or, if relevant, its relevant associated company) when delivered (if delivered in

person) if delivered between the hours of 9.00 am and 5.00 pm at the address of the

other Party set forth above or if sent by fax, provided the copy fax is accompanied by a

confirmation of transmission, or on the next working day thereafter if delivered

outside such hours, and 7 days from the date of posting (if by letter).

e. Either Party to this Agreement or to the SLA may change its address, telephone

number, facsimile number and nominated contact for notification purposes by giving

the other reasonable prior written notice of the new information and its effective date.

4.5.1. Bidder acknowledges that a breach of the confidential obligations may result into irreparable

and continuing damages to DGE&T for which monetary damages may not be sufficient, and

agrees that DGE&T will be entitled to seek, in addition to its other rights and remedies under

the law, injunctive or any other equitable relief as may be proper from court of competent

jurisdiction.

4.6. Variations and Further Assurance


Page 25 of 55

a. No amendment, variation or other change to this Agreement or the SLA shall be

valid unless the Parties enter into an amendment to the Agreement or the SLA, as

the case may be. Such amendment shall be made in writing and signed by the duly

authorized representatives of the Parties to this Agreement or the SLA.

b. Each Party to this Agreement or the SLA agrees to enter into or execute, without

limitation, whatever other agreement, document, consent and waiver and to do all

other things which shall or may be reasonably required to complete and deliver the

obligations set out in this Agreement or the SLA.

4.7. Severability and Waiver

a. If any provision of this Agreement or the SLA, or any part thereof, shall be found by

any court or administrative body of competent jurisdiction to be illegal, invalid or

unenforceable the illegality, invalidity or unenforceability of such provision or part

provision shall not affect the other provisions of this Agreement or the SLA or the

remainder of the provisions in question will remain unimpaired and which shall

remain in full force and effect. The Parties shall negotiate in good faith in order to

agree to substitute for any illegal, invalid or unenforceable provision a valid and

enforceable provision which achieves to the greatest extent possible the economic,

legal and commercial objectives of the illegal, invalid or unenforceable provision or

part provision.

b. No failure to exercise or enforce and no delay in exercising or enforcing on the part

of either Party to this Agreement or the SLA of any right, remedy or provision of this

Agreement or the SLA shall operate as a waiver of such right, remedy or provision in

any future application nor shall any single or partial exercise or enforcement of any

right, remedy or provision preclude any other or further exercise or enforcement of

such right, remedy or provision or the exercise or enforcement of any other right,

remedy or provision.

4.8. Compliance with Applicable Law

Each Party to this Agreement accepts that its individual conduct shall (to the extent

applicable to its business like the Bidder as an information technology service

provider) at all times comply with all laws, rules and regulations of government and

other bodies having jurisdiction over the area in which the Services are undertaken

provided that changes in such laws, rules and regulations which result in a change to

the Services shall be dealt with in accordance with the Change Control Schedule set

out in Schedule II of this Agreement.

4.9. Professional Fees

All expenses incurred by or on behalf of each Party to this Agreement and the SLA,

including all fees of agents, legal advisors, accountants and actuaries employed by

either of the Parties in connection with the negotiation, preparation and execution of

this Agreement or the SLA shall be borne solely by the Party which incurred them.

4.10. Ethics

The Bidder represents, warrants and covenants that it has given no commitments,


Page 26 of 55

payments, gifts, kickbacks, lavish or expensive entertainment, or other things of

value to any employee or agent of DGE&T or its nominated agencies in connection

with this Agreement and acknowledges that the giving of any such payment, gifts,

entertainment, or other things of value is strictly in violation of DGE&T standard

policies and may result in cancellation of this Agreement, or the SLA.

4.11. Entire Agreement

This Agreement and the SLA with all schedules & annexures appended thereto and

the contents and specifications of the RFP constitute the entire agreement between

the Parties with respect to their subject matter, and as to all other representations,

understandings or agreements which are not fully expressed herein, provided that

nothing in this clause shall be interpreted so as to exclude any liability in respect of

fraudulent misrepresentation.

4.12. Amendment

Any amendment to this Agreement shall be made in accordance with the Change

Control Schedule set out in Schedule I of this Agreement by mutual written consent of

all the Parties.

24. GOVERNING LAW AND DISPUTE RESOLUTION

24.1 This Agreement shall be governed by and construed in accordance with the laws of India,

without giving effect to conflict of law rules. The parties expressly agree to exclude the

application of the U.N. Convention on Contracts for the International Sale of Goods (1980)

to this Agreement and the performance of the parties contemplated under this Agreement,

to the extent that such convention might otherwise be applicable.

24.2 In case the escalations do not help in resolution of the problem within 3

weeks of escalation, both the parties should agree on a mediator for communication

between the two parties. The process of the mediation would be as follows:

a. Aggrieved party should refer the dispute to the identified mediator in writing, with a

copy to the other party. Such a reference should contain a description of the nature of

the dispute, the quantum in dispute (if any) and the relief or remedy sought suitable.

b. The mediator shall use his best endeavours to conclude the mediation within a certain

number of days of his appointment.

c. If no resolution can be reached through mutual discussion or mediation within 30

days then the matter should be referred to Experts for advising on the issue.

24.3 In case the mediation does not help in resolution and it requires expertise to

understand an issue, a neutral panel of 3 experts, agreeable to both parties should be

constituted. The process of the expert advisory would be as follows :

a. Aggrieved party should write to the other party on the failure of previous alternate

dispute resolution processes within the timeframe and requesting for expert advisory.

This is to be sent with a copy to the mediator.

b. Both parties should thereafter agree on the panel of experts who are well conversant

with the issue under dispute


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c. The expert panel shall use his best endeavours to provide a neutral position on the

issue.

d. If no resolution can be reached through the above means within 30 days then the

matter should be referred to Arbitration.

24.4 Any dispute or difference whatsoever arising between the parties to this Contract

out of or relating to the construction, meaning, scope, operation or effect of this Contract

or the validity of the breach thereof shall be referred to a sole Arbitrator to be appointed by

mutual consent of both the parties herein. If the parties cannot agree on the appointment

of the Arbitrator within a period of one month from the notification by one party to the

other of existence of such dispute, then the Arbitrator shall be appointed by the High Court

of New Delhi, India. The provisions of the Arbitration and Conciliation Act, 1996 will be

applicable and the award made there under shall be final and binding upon the parties

hereto, subject to legal remedies available under the law. Such differences shall be deemed

to be a submission to arbitration under the Indian Arbitration and Conciliation Act, 1996,

or of any modifications, Rules or re-enactments thereof. The Arbitration proceedings will

be held at New Delhi, India. Any legal dispute will come under the sole jurisdiction of New

Delhi, India.

24.5 Compliance with laws: Each party will comply with all applicable export and

import laws and regulations.

IN WITNESS WHEREOF the Parties have by duly authorized

Representatives set their respective hands and seal on the date first above

Written in the presence of:

WITNESSES:

Signed by:

(Name and designation) For and on behalf of DGE&T

(FIRST PARTY)

Signed by:

(Name and designation)

BIDDER

(SECOND PARTY)

(Name and designation) For and on behalf of Bidder

Signed by:

SCHEDULES

SCHEDULE II - EXIT MANAGEMENT SCHEDULE

1 PURPOSE

1.1 This Schedule sets out the provisions, which will apply on expiry or termination of the MSA, the

Project Implementation, Operation and Maintenance SLA.

1.2 In the case of termination of the Project Implementation, the Parties shall agree at that time whether,

and if so during what period, the provisions of this Schedule shall apply.

1.3 The Parties shall ensure that their respective associated entities carry out their respective obligations

set out in this Exit Management Schedule.

2

2.1

(i) 2.2 Upon service of a notice under this Article, Payment to the outgoing BIDDER shall

be made to the tune of last set of completed services / deliverables, subject to SLA

requirements.

3 COOPERATION AND PROVISION OF INFORMATION

3.1 During the exit management period:

(i) The Bidder will allow DGE&T or its nominated agency access to information reasonably

required to define the then current mode of operation associated with the provision of the

services to enable DGE&T to assess the existing services being delivered;

(ii) promptly on reasonable request by DGE&T, the BIDDER shall provide access to and

copies of all information held or controlled by them which they have prepared or

maintained in accordance with this Agreement relating to any material aspect of the

Services (whether provided by the Bidder or the sub-contracted partner). DGE&T shall be

entitled to copy of all such information. Such information shall include details pertaining to

the services rendered and other performance data. The Bidder shall permit DGE&T or its

nominated agencies to have reasonable access to its employees and facilities as reasonably

required by the Chairman, PIU to understand the methods of delivery of the services

employed by the Bidder and to assist appropriate knowledge transfer.

4 CONFIDENTIAL INFORMATION, SECURITY AND DATA

4.1 The Bidder will promptly on the commencement of the exit management period supply to DGE&T or

its nominated agency the following:

(i) information relating to the current services rendered;

(ii) ;

(iii) all current and updated data as is reasonably required for purposes of DGE&T or its

nominated agencies transitioning the services to its Replacement Bidder in a readily

available format nominated by DGE&T, its nominated agency;

Request for Proposal (RFP) for „Project Saksham‟ Volume – 3 Health Insurance TPA of India Ltd.

Page 29 of 55

(iv) all other information (including but not limited to documents, records and agreements)

relating to the services reasonably necessary to enable DGE&T or its nominated agencies,

or its Replacement Bidder to carry out due diligence in order to transition the provision of

the Services to DGE&T or its nominated agencies, or its Replacement Bidder (as the case

may be).

4.2 Before the expiry of the exit management period, the Bidder shall deliver to DGE&T or its nominated

agency all new or up-dated materials from the categories set out in Schedule above and shall not

retain any copies thereof.

4.3 Before the expiry of the exit management period, unless otherwise provided under the MSA, either

party shall deliver to the other party all forms confidential information, which is in the possession or

control of the party.

5 EMPLOYEES

5.1 Promptly on reasonable request at any time during the exit management period, the Bidder shall,

subject to applicable laws, restraints and regulations (including in particular those relating to

privacy) provide to DGE&T or its nominated agency a list of all employees (with job titles) of the

Bidder dedicated to providing the services at the commencement of the exit management period.

5.2 Where any national, regional law or regulation relating to the mandatory or automatic transfer of the

contracts of employment from the Bidder to DGE&T or its nominated agency, or a Replacement

Bidder ("Transfer Regulation") applies to any or all of the employees of the Bidder, then the

Parties shall comply with their respective obligations under such Transfer Regulations.

5.3 To the extent that any Transfer Regulation does not apply to any employee of the Bidder,

department, or its Replacement Bidder may make an offer of employment or contract for services to

such employee of the Bidder and the Bidder shall not enforce or impose any contractual provision

that would prevent any such employee from being hired by the Chairperson, PIU or any Replacement

Bidder.

6 TRANSFER OF CERTAIN AGREEMENTS

On request by DGE&T or its nominated agency the Bidder shall effect such assignments, transfers,

licenses and sub-licenses as the Chairperson, PIU may require in favour of the Chairperson, PIU, or

its Replacement Bidder in relation to service provision agreement between Bidder and third party

lessors, vendors, and which are related to the services and reasonably necessary for the carrying out

of replacement services by DGE&T or its nominated agency or its Replacement Bidder.

7 -Deleted

8 GENERAL OBLIGATIONS OF THE BIDDER

8.1 The Bidder shall provide all such information as may reasonably be necessary to effect as seamless a

handover as practicable in the circumstances to DGE&T or its nominated agency or its Replacement


Page 30 of 55

Bidder and which the Bidder has in its possession or control at any time during the exit management

period.

8.2 -Deleted

8.3 The Bidder shall commit adequate resources to comply with its obligations under this Exit

Management Schedule.

9 EXIT MANAGEMENT PLAN

9.1 The Bidder shall provide DGE&T or its nominated agency with a recommended exit management

plan ("Exit Management Plan") which shall deal with at least the following aspects of exit

management in relation to the MSA as a whole and in relation to the Project Implementation.

(i) A detailed program of the transfer process that could be used in conjunction with a

Replacement Bidder including details of the means to be used to ensure continuing

provision of the services throughout the transfer process or until the cessation of the

services and of the management structure to be used during the transfer;

(ii) Plans for provision of contingent support to DGE&T, and Replacement Bidder for a

reasonable period after transfer.

9.2 The Bidder shall re-draft the Exit Management Plan annually thereafter to ensure that it is kept

relevant and up to date.

9.3 Each Exit Management Plan shall be presented by the Bidder to and approved by DGE&T or its

nominated agencies.

9.4 The terms of payment as stated in the Terms of Payment Schedule include the costs of the Bidder

complying with its obligations under this Schedule.

9.5 In the event of termination or expiry of MSA, and Project Implementation, each Party shall comply

with the Exit Management Plan.

9.6 During the exit management period, the Bidder shall use its best efforts to deliver the services.

9.7 Payments during the Exit Management period shall be made in accordance with the Terms of

Payment Schedule.

9.8 This Exit Management plan shall be furnished in writing to DGE&T or its nominated agencies within

90 days from the Effective Date of this Agreement.


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SCHEDULE III – AUDIT, ACCESS AND REPORTING

1 PURPOSE

This Schedule details the audit, access and reporting rights and obligations of DGE&T or its

nominated agency and the Bidder.

2 AUDIT NOTICE AND TIMING

2.1 As soon as reasonably practicable after the Effective Date, the Parties shall use their best endeavours

to agree to a timetable for routine audits (Other than those mentioned as part of the mandatory

requirements for successful delivery and acceptance of the Services) during the Project

Implementation Phase and the Operation and Maintenance Phase. Such timetable during the

Implementation Phase, DGE&T or its nominated agency shall conduct routine audits in accordance

with such agreed timetable and shall not be required to give the Bidder any further notice of carrying

out such audits.

2.2 DGE&T or its nominated agency may conduct non-timetabled audits at his/ her own discretion if it

reasonably believes that such non-timetabled audits are necessary as a result of an act of fraud by the

Bidder, a security violation, or breach of confidentiality obligations by the Bidder, provided that the

requirement for such an audit is notified in writing to the Bidder a reasonable period time prior to

the audit (taking into account the circumstances giving rise to the reasonable belief) stating in a

reasonable level of detail the reasons for the requirement and the alleged facts on which the

requirement is based. If the Bidder considers that the non-timetabled audit was not appropriate, the

matter shall be referred to the escalation procedure as set out in the Governance Schedule.

2.3 The frequency of audits shall be a (maximum) half yearly, provided always that the DGE&T or its

nominated agency shall endeavour to conduct such audits with the lowest levels of inconvenience and

disturbance practicable being caused to the Bidder. Any such audit shall be conducted by with

adequate notice of 2 weeks to the Bidder.

2.4 DGE&T will ensure that any 3rd party agencies (except CAG) appointed to conduct the audit will not

be the competitor of Bidder and will be bound by confidentiality obligations.

3 ACCESS

The Bidder shall provide to DGE&T or its nominated agency reasonable access to employees, ,

suppliers, agents and third party facilities as detailed in the RFP,

documents, records and systems reasonably required for audit and shall provide all such persons

with routine assistance in connection with the audits and inspections. The Chairperson, PIU /

Steering Committee shall have the right to copy and retain copies of any relevant records. The Bidder

shall make every reasonable effort to co-operate with them.

4 AUDIT RIGHTS

4.1 DGE&T or its nominated agency shall have the right to audit and inspect suppliers, agents and third

party facilities (as detailed in the RFP), documents and records relating to the provision of the

Services, but only to the extent that they relate to the provision of the services, as shall be reasonably

necessary to verify:


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(i) The security, integrity and availability of all data processed, held or conveyed by the

Partner on behalf of DGE&T and documentation related thereto;

(ii) That the actual level of performance of the services is the same as specified in the SLA;

(iii) That the Bidder has complied with the relevant technical standards, and has adequate

internal controls in place; and

(iv) The compliance of the Bidder with any other obligation under the MSA and SLA.

(v) Security audit and implementation audit of the system shall be done once each year, the

cost of which shall be borne by the Bidder.

(vi) For the avoidance of doubt the audit rights under this Schedule shall not include access to

the Bidder's profit margins or overheads, any confidential information relating to the Bidder‟

employees, or (iii) minutes of its internal Board or Board committee meetings including

internal audit, or (iv) such other information of commercial-in-confidence nature which

are not relevant to the Services associated with any obligation under the MSA.

6 ACTION AND REVIEW

6.1 Any change or amendment to the systems and procedures of the Bidder, where applicable arising

from the audit report shall be agreed within thirty (30) calendar days from the submission of the said

report.

6.2 Any discrepancies identified by any audit pursuant to this Schedule shall be immediately notified to

DGE&T or its nominated agency and the Bidder Project Manager who shall determine what action

should be taken in respect of such discrepancies in accordance with the terms of the MSA.

7 TERMS OF PAYMENT

DGE&T shall bear the cost of any audits and inspections. The terms of payment are exclusive of any

costs of the Bidder for all reasonable assistance and information provided under the MSA, the

Project Implementation and SLA by the Bidder pursuant to this Schedule.

8 RECORDS AND INFORMATION

For the purposes of audit in accordance with this Schedule, the Bidder shall maintain true and

accurate records in connection with the provision of the services and the Bidder shall handover all

the relevant records and documents upon the termination or expiry of the MSA.

9. ANNEXURE

ANNEXURE A –FORMAT OF PERFORMANCE GUARANTEE – As per Section 9 of Volume 1

ANNEXURE B -FORMAT FOR CHANGE COTROL NOTICE - As per Section 2.7, Volume 2 of the

RFP.

ANNEXURE C – PROJECT PLAN


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ANNEXURE D – TECHNICAL BID RESPONSE

ANNEXURE E – FINANCIAL BID RESPONSE


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Section 2:

Non-Disclosure Agreement


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Non-Disclosure Agreement

THIS AGREEMENT is made on this the <***> day of <***> 20--- at <***>, India.

BETWEEN

The President of India, acting through Directorate General of Employment and Training having its office at

------------------------------- India hereinafter referred to as „DGE&T‟, which

expression shall, unless the context otherwise requires, include its permitted successors and assigns);

AND


(hereinafter referred to as „the Bidder’ which expression shall, unless the context otherwise requires,


Each of the parties mentioned above are collectively referred to as the „Parties‟ and individually as a

„Party‟.

WHEREAS:

1. DGE&T is desirous to implement the project of ------------------------.

2. DGE&T and Bidder have entered into a Master Services Agreement dated <***> (the “MSA”) as

well as a Service Level Agreement dated <***> (the “SLA”) in furtherance of the Project.

3. Whereas in pursuing the Project (the “Business Purpose”), a Party (“Disclosing Party)

recognizes that they will disclose certain Confidential Information (as defined hereinafter) to the

other Party (“Receiving Party”).

4. Whereas such Confidential Information (as defined hereinafter) belongs to Disclosing Party as the

case may be and is being transferred to the Receiving Party to be used only for the Business

Purpose and hence there is a need to protect such confidential information from unauthorized use

and disclosure.

NOW THEREFORE, in consideration of the mutual covenants, promises, assurances, representations and

provisions set forth herein, the Parties hereto agree as follows:

DEFINITIONS AND INTERPRETATION

1.1 Definitions

Terms and expressions used in this Agreement (including the Introduction) shall have the same meanings set

out in RFP Vol 1 Section 1.6.

1.2 Interpretation


(a) references to clauses, Sub-clauses, Paragraphs and Schedules are to clauses, sub-clauses, paragraphs

of and schedules to this Agreement;

(b) use of any gender includes the other genders;


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(c) references to a „company‟ shall be construed so as to include any company, corporation or other body

corporate, wherever and however incorporated or established;

(d) references to a „person‟ shall be construed so as to include any individual, firm, company, government,

state or agency of a state, local or municipal authority or government body or any joint venture,

association or partnership (whether or not having separate legal personality);

(e) a reference to any statute or statutory provision shall be construed as a reference to the same as it

may have been, or may from time to time be, amended, modified or reenacted;

(f) any reference to a „day‟ (including within the phrase „business day‟) shall mean a period of 24 hours

running from midnight to midnight;

(g) references to a „business day‟ shall be construed as a reference to a day (other than a Sunday) on

which banks in the state of <***> are generally open for business;

(h) references to times are to Indian standard time;

(i) a reference to any other document referred to in this Agreement is a reference to that other


(j) all headings and titles are inserted for convenience only. They are to be ignored in the interpretation

of this Agreement.

1.8Measurements and Arithmetic Conventions

All measurements and calculations shall be in the metric system and calculations done to 2 (two)

decimal places, with the third digit of 5 (five) or above being rounded up and below 5 (five) being

rounded down except in money calculations where such amounts shall be rounded off to the nearest

INR.

1.9Ambiguities within Agreement

In case of ambiguities or discrepancies within this Agreement, the following principles shall apply:

(a) as between two clauses of this Agreement, the provisions of a specific clause relevant to the issue under

consideration shall prevail over those in a general clause;

(b) as between the provisions of this Agreement and the Schedules, the Agreement shall prevail, save and

except as expressly provided otherwise in the Agreement or the Schedules; and

(c) as between any value written in numerals and that in words, the value in words shall prevail.

1.5 Priority of agreements

The Parties hereby expressly agree that for the purpose of giving full and proper effect to this Agreement, the

MSA and this Agreement shall be read together and construed harmoniously. In the event of any conflict

between the MSA and this Agreement, the provisions contained in the MSA shall prevail over this Agreement.

2 . TERM


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This Agreement will remain in effect for five years from the date of the last disclosure of Confidential

Information (“Term”), at which time it will terminate, unless extended by the disclosing party in writing.

3. SCOPE OF THE AGREEMENT

(a) This Agreement shall apply to all confidential and proprietary information of a Party to which the other

Party has had or will have access in connection with discussions of the Business Purpose and all confidential

and proprietary information disclosed by Disclosing Party to the Receiving Party and other information

which the Disclosing Party identifies in writing or otherwise as confidential before or within (30) thirty

days after disclosure to the Receiving Party (“Confidential Information”). Such Confidential

Information includes without limitation certain specifications, documents, software, prototypes and/or

technical information, and all copies and derivatives containing such Information that may be disclosed

to the Disclosing Party for and during the Business Purpose, which a party considers proprietary or

confidential.

(b) Such Confidential Information may be in any form or medium, tangible or intangible, and may be

communicated/disclosed in writing, orally, graphically, or machine readable form or through visual

observation or by any other means to the Receiving Party.

OBLIGATIONS OF THE RECEIVING PARTY

The Receiving Party shall:

(a) use the Confidential Information only for the Business Purpose and shall hold the Confidential

Information in confidence using the same degree of care as it normally exercises to protect its own

proprietary confidential information. In no way, the Receiving Party use less than a reasonable degree of

care to protect and preserve the Disclosing Party‟ Confidential Information, and

(b) grant access to Confidential Information only to its employees on a „need to know basis‟ and restrict such

access as and when not necessary to carry out the Business Purpose.

(c) cause its employees, agents, representatives and sub-contracted partner to comply with

the provisions of this Agreement and the Receiving Party will assume full responsibility for

any failure to comply with the terms of this Agreement by any such employees, agents,

representatives and sub-contracted partner;

(d) prevent unauthorized disclosure of Confidential Information to third parties;

(e) disclose the Confidential Information to its agents, employees, consultants, representatives, and

sub-contracted partners on a need to know basis; provided that by doing so, the Receiving Party

agrees to bind such agents, consultants, employees, representatives and sub-contracted

partners a to terms at least as restrictive as those stated herein. The Receiving Party upon

making a disclosure under this clause shall:

(f) advise the agents, employees, consultants, representatives and sub-contracted partners of the

confidentiality obligations imposed on them by this clause.

(g) upon the Disclosing Party's written request, the Receiving Party shall either return to the Disclosing

Party all copies of the Confidential Information which is already in possession or within the control of

the Receiving Party. Alternatively, with the Disclosing Party‟s prior written consent, Receiving Party may


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destroy such Confidential Information provided that the Confidential Information is destroyed in

accordance with applicable law, rules and regulations and such Confidential Information is rendered

unreadable, undecipherable and otherwise incapable of reconstruction, in which case and an officer of

the Receiving Party shall certify in writing to the Disclosing Party that all media containing Confidential

Information have been destroyed.

(h) Provided, however, that an archival copy of the Confidential Information may be retained in the files of

the Receiving Party's counsel, solely for the purpose of proving the contents of the Confidential

Information.

(i) not to remove any of the other Party‟s Confidential Information from the premises of the Disclosing

Party without prior written approval.

(j) exercise extreme care in protecting the confidentiality of any Confidential Information which is removed,

only with the Disclosing Party‟s prior written approval, from the Disclosing Party‟s premises. Each Party

agrees to comply with any and all terms and conditions the Disclosing Party may impose upon any such

approved removal, such as conditions that the removed Confidential Information and all copies must be

returned by a certain date, and that no copies are to be made off of the premises.

(k) Upon the Disclosing Party‟s request, the Receiving Party shall promptly return to the Disclosing Party all

tangible items containing or consisting of the Disclosing Party‟s Confidential Information all copies

thereof.

(l) not transfer or disclose any Confidential Information to any third party without the prior written

permission of the Disclosing Party and without such third party having a contractual obligation to keep

such Confidential Information confidential.

2.EXCEPTIONS TO CONFIDENTIAL INFORMATION

The foregoing restrictions on each party's use or disclosure of Confidential Information shall not apply to

the Confidential Information that the Receiving Party can demonstrate that such Confidential Information:

(a) was independently developed by or for the Receiving Party without use of or reference to the

Disclosing Party‟ Confidential Information, or was received without restrictions; or

(b) has become generally available to the public without breach of confidentiality obligations of the

Receiving Party under this Agreement and independently of Receiving Party‟s knowledge of any

Confidential Information; or

(c) was in the Receiving Party's lawful and demonstrable possession without restriction prior to its

receipt from the Disclosing Party ; or

(d) is the subject of a subpoena, court order, statute, rule and regulation or other legal or administrative

demand for disclosure; provided, however, that the Receiving Party has given the Disclosing Party

prompt notice of such demand for disclosure and the Receiving Party reasonably cooperates with

the Disclosing Party's efforts to secure an appropriate protective order; or

(e) is disclosed with the prior consent of the Disclosing Party; or

(f) the Receiving Party obtains or has available from a source other than the Disclosing Party without

breach by the Receiving Party or such source of any obligation of confidentiality or non-use towards

the disclosing party.


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3.OWNERSHIP OF THE CONFIDENTIAL INFORMATION

(a) Each Party recognizes and agrees that all of the Disclosing Party‟s Confidential Information is

owned solely by the Disclosing Party (or its licensors) and that the unauthorized disclosure or use of such

Confidential Information would cause irreparable harm and significant injury, the degree of which may

be difficult to ascertain.

(b) By disclosing the Confidential Information or executing this Agreement, Disclosing Party does not grant

any license, explicitly or implicitly, under any trademark, patent, copyright, mask work protection right,

trade secret or any other intellectual property right. The Disclosing Party disclaims all warranties

regarding the information, including all warranties with respect to infringement of intellectual property

rights and all warranties as to the accuracy or utility of such information.

(c) Access to Confidential Information hereunder shall not preclude an individual who has seen such

Confidential Information for the purposes of this Agreement from working on future projects for the

Disclosing Party which relate to similar subject matters, provided that such individual does not make

reference to the Confidential Information and does not copy the substance of the Confidential

Information during the Term. Furthermore, nothing contained herein shall be construed as imposing

any restriction on the Receiving Party's disclosure or use of any general learning, skills or know-how

developed by the Receiving Party's personnel under this Agreement; provided the Receiving Party does

not use the Confidential Information of the Disclosing Party in the development or acquisition of such

skills or know-how.

(d) Execution of this Agreement and the disclosure of Confidential Information pursuant to this Agreement

do not constitute or imply any commitment, promise, or inducement by either Party to make any

purchase or sale, or to enter into any additional agreement of any kind.

7.DISPUTE RESOLUTION

(a) If a dispute arises in relation to the conduct of this Contract (Dispute), a party must comply with this

clause 7 before starting arbitration or court proceedings (except proceedings for urgent interlocutory

relief). After a party has sought or obtained any urgent interlocutory relief that party must follow this

clause 7.

(b) A party claiming a Dispute has arisen must give the other parties to the Dispute notice setting out details

of the Dispute.

(c) During the 14 days after a notice is given under clause 7(b) (or longer period if the parties to the Dispute

agree in writing), each party to the Dispute must use its reasonable efforts through a meeting of Senior

Executive (or their nominees) to resolve the Dispute. If the parties cannot resolve the Dispute within that

period then any such dispute or difference whatsoever arising between the parties to this Agreement out

of or relating to the construction, meaning, scope, operation or effect of this Agreement or the validity of

the breach thereof shall be referred to a sole arbitrator to be appointed by mutual consent of both the

parties herein. If the Parties cannot agree on the appointment of the arbitrator within a period of one

month from the notification by one party to the other of existence of such dispute, then the Arbitrator

shall be appointed by the High Court of the jurisdiction specified in this agreement. The provisions of the

Arbitration and Conciliation Act, 1996 will be applicable and the award made there under shall be final

and binding upon the parties hereto, subject to legal remedies available under the law. Such differences


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shall be deemed to be a submission to arbitration under the Indian Arbitration and Conciliation Act,

1996, or of any modifications, Rules or re-enactments thereof. The Arbitration proceedings will be held

at the jurisdiction specified in Item 27. Any legal dispute will come under the sole jurisdiction specified

in Item 27.

(d) The Receiving Party agrees that the Disclosing Party shall have the right to obtain an immediate

injunction enjoining any breach of this Agreement, as well as the right to pursue any and all other rights

and remedies available at law or in equity for such a breach.

8 . VARIATION

This Agreement may only be varied in writing and signed by both Parties.

9 . WAIVER

Waiver including partial or conditional waiver, by either Party of any default by the other Party in the

observance and performance of any provision of or obligations under this Agreement:-

( a ) shall be in writing

( b ) shall not operate or be construed as a waiver of any other or subsequent default hereof or of other

provisions of or obligations under this Agreement;

(c) shall be executed by a duly authorized representative of the Party; and

( d ) shall not affect the validity or enforceability of this Agreement in any manner.

10. EXCLUSION OF IMPLIED WARRANTIES

This Agreement expressly excludes any warranty, condition or other undertaking implied at law or by

custom or otherwise arising out of any other agreement between the Parties or any representation by

either Party not contained in a binding legal agreement executed by both Parties.

11. ENTIRE AGREEMENT

This Agreement and the Annexure together constitute a complete and exclusive statement of the terms

of the agreement between the Parties on the subject hereof, and no amendment or modification hereto

shall be valid and effective unless such modification or amendment is agreed to in writing by the

Parties and duly executed by persons especially empowered in this behalf by the respective Parties. All

prior written or oral understandings, offers or other communications of every kind pertaining to this

Agreement are abrogated and withdrawn.

12. SEVERABILITY

If for any reason whatever, any provision of this Agreement is or becomes invalid, illegal or

unenforceable or is declared by any court of competent jurisdiction or any other instrumentality to be

invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions


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shall not be affected in any manner, and the Parties shall negotiate in good faith with a view to

agreeing to one or more provisions which may be substituted for such invalid, unenforceable or illegal

provisions, as nearly as is practicable to such invalid, illegal or unenforceable provision. Failure to

agree upon any such provisions shall not be subject to the dispute resolution procedure set forth under

this Agreement or otherwise.

13. NO PARTNERSHIP

This Agreement shall not be interpreted or construed to create an association, joint venture or

partnership between the Parties, or to impose any partnership obligation or liability upon either

Party, and neither Party shall have any right, power or authority to enter into any agreement or

undertaking for, or act on behalf of, or to act as or be an agent or representative of, or to otherwise

bind, the other Party except as expressly provided under the terms of this Agreement.

14. THIRD PARTIES

This Agreement is intended solely for the benefit of the Parties and their respective successors and

permitted assigns, and nothing in this Agreement shall be construed to create any duty to, standard of

care with reference to, or any liability to, any person not a Party to this Agreement.

15. SUCCESSORS AND ASSIGNS

The Agreement shall be binding on and shall inure to the benefit of the Parties and their respective

successors and permitted assigns.

1 6 . NOTICES

Any notice or other communication to be given by any Party to the other Party under or in

connection with the matters contemplated by this Agreement shall be in writing and shall be given

by hand delivery, recognized courier, registered post, email or facsimile transmission and delivered

or transmitted to the Parties at their respective addresses set forth below:

If to DGE&T:

Attn: <***>

Tel:

Fax:

Email:

Contact:

With a copy to:

If to the Bidder: Attn. <***>

Phone: <***>


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Fax No. <***>

1 7 . LANGUAGE

All notices required to be given by one Party to the other Party and all other communications,

documentation and proceedings which are in any way relevant to this Agreement shall be in writing

and in the English language.

This Agreement may be executed in counterparts, each of which, when executed and delivered, shall

constitute an original of this Agreement.

1 8 . MITIGATION

Without prejudice to any express provisions of this Agreement on any mitigation obligations of the

Parties, both DGE&T and the Bidder shall at all times take all reasonable steps to minimize and

mitigate any loss for which the relevant Party is entitled to bring a claim against the other Party

pursuant to this Agreement.

19. REMOVAL OF DIFFICULTIES

The Parties acknowledge that it is conceivable that the Parties may encounter difficulties or problems in

the course of implementation of the Project and the transactions envisaged under this Agreement. The

Parties agree and covenant that they shall mutually discuss such difficulties and problems in good faith

and take all reasonable steps necessary for removal or resolution of such difficulties or problems.

IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED AND DELIVERED THIS

AGREEMENT AS OF THE DATE FIRST ABOVE WRITTEN.

SIGNED, SEALED AND DELIVERED

For and on behalf of the Bidder by:

(Signature)

(Name)

(Designation)

(Address)

(Fax No.)

SIGNED, SEALED AND DELIVERED

For and on behalf of DGE&T by:

(Signature)

(Name)

(Designation)

(Address)

(Fax No.)

In the presence of:

1.

2.


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Section 3:

Service Level Agreement


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Service Level Agreement

THIS AGREEMENT is made on this the <***> day of <***> 20---- at <***>, India.

BETWEEN

The President of India, acting through Directorate General of Employment and Training having its office at

--------------------------------------------- India hereinafter referred to as „DGE&T‟ or „Buyer‟, which

expression shall, unless the context otherwise requires, include its permitted successors and assigns);

AND


(hereinafter referred to as the „Bidder’ which expression shall, unless the context otherwise requ ires,


Each of the parties mentioned above are collectively referred to as the „Parties‟ and individually as a „Party‟.

WHEREAS:

1. DGE&T is desirous to implement the project of

2. DGE&T and Bidder have entered into a Master Services Agreement dated <***> (the “MSA”).

NOW THEREFORE, in consideration of the mutual covenants, promises, assurances, representations

and provisions set forth herein, the Parties hereto agree as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

Terms and expressions used in this Agreement (including the Introduction) shall have the meanings set out

in RFP Vol 1 Section 1.6.

1.2 Interpretation


(a) references to clauses, Sub-clauses, Paragraphs and Schedules are to clauses, sub-clauses,

paragraphs of and schedules to this Agreement;

(b) use of any gender includes the other genders;

(c) references to a „company‟ shall be construed so as to include any company, corporation or

other body corporate, wherever and however incorporated or established;

(d) references to a „person‟ shall be construed so as to include any individual, firm, company,

government, state or agency of a state, local or municipal authority or government body or

any joint venture, association or partnership (whether or not having separate legal

personality);

(e) a reference to any statute or statutory provision shall be construed as a reference to the


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same as it may have been, or may from time to time be, amended, modified or reenacted;

(f) any reference to a „day‟ (including within the phrase „business day‟) shall mean a period of 24

hours running from midnight to midnight;

(g) references to a „business day‟ shall be construed as a reference to a day (other than a

Sunday) on which banks in the state of -------- are generally open for business;

(h) references to times are to Indian Standard Time;

(i) a reference to any other document referred to in this Agreement is a reference to that other


(j) all headings and titles are inserted for convenience only. They are to be ignored in the

interpretation of this Agreement.

1.3 Measurements and Arithmetic Conventions

All measurements and calculations shall be in the metric system and calculations done to 2 (two) decimal

places, with the third digit of 5 (five) or above being rounded up and below 5 (five) being rounded down

except in money calculations where such amounts shall be rounded off to the nearest INR.

1.4 Ambiguities within Agreement

In case of ambiguities or discrepancies within this Agreement, the following principles shall apply:

(a) as between two clauses of this Agreement, the provisions of a specific clause relevant to the

issue under consideration shall prevail over those in a general clause;

(b) as between the provisions of this Agreement and the Schedules, the Agreement shall prevail,

save and except as expressly provided otherwise in the Agreement or the Schedules; and

(c) as between any value written in numerals and that in words, the value in words shall

prevail.

1.5 Priority of agreements

The Parties hereby expressly agree that for the purpose of giving full and proper effect to this Agreement,

the MSA and this Agreement shall be read together and construed harmoniously. In the event of any

conflict between the MSA and this Agreement, the provisions contained in the MSA shall prevail over this

Agreement.

2 . STRUCTURE

This SLA shall operate as a legally binding services agreement specifying terms which apply to the Parties

in relation to the provision of the Services by the Bidder to the Buyer and its nominated agencies under

this Agreement and the MSA.

The Bidder shall be required to ensure that the Service Levels which shall ensure the following:


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(a) Improving the efficiency of operations.

(b) Leveraging the benefits in new system in order to:

(i) Reduce of manual records and replace with computerized standardized documents.

(ii) Infuse transparency in operations by enabling the stakeholders to have easy access

to the records and provision of login ids and biometrics to infuse accountability in

operations

(iii) Enable faster request processing in delivery of services with better turnaround

time.

(iv) Generate meaningful MIS from the system.

(v) Provide inbuilt mechanism of security and quality control for crucial dealer data.

To meet the aforementioned objectives the Bidder will provide the Service Levels in

accordance with the performance metrics as set out in detail in this Agreement. Further this

Agreement shall govern the provision of the contracted professional services of the Bidder to DGE&T and its

nominated agencies after the Effective Date.

3. SCOPE OF SLA

This Agreement has been executed in relation to the outsourcing portion of the Project between the Parties. The

detailed Service Levels have been set out in RFP Vol 2 Section 6.

This Agreement shall ensure the following:

(a) Establishment of mutual responsibilities and accountability of the Parties;

(b) Defining each Party‟s expectations in terms of services provided;

(c) Establishment of the relevant performance measurement criteria;

(d) Definition of the availability expectations;

(e) Definition of the escalation process;

(f) Establishment of trouble reporting single point of contact; and

(g) Establishment of the framework for SLA change management

The following parties are obligated to follow the procedures as specified by this Agreement:

( a ) Buyer

( b ) Bidder

4. AGREEMENT OWNERS

The following personnel shall be notified to discuss the Agreement and take into consideration any proposed SLA


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change requests:

Title Telephone Email

Buyer Authorized Representative,

DGE&T

<***> <***>

Bidder <***> <***> <***>

5. CONTACT LIST

In the event that there is any change in the listed contacts, the same shall be communicated and updated prior to

such change occurring. The Single Point of Contact (“POC”) for the Bidder shall be <***> and will be available

24X7.

Title Location Telephone

Buyer Authorized Representative,

DGE&T

<***> <***>

Bidder <***> <***> <***>

6. PRINCIPAL CONTACTS

The Buyer and the Bidder will nominate a senior staff member to be the principal contact regarding

operation of this Agreement. At the date of signing of this Agreement, the nominated principal contacts are:

Buyer principal contact: _______________

Bidder principal contact: __________________________

7. COMMENCEMENT AND DURATION OF THIS AGREEMENT

Agreement shall commence on the later date on which it is executed by the Buyer and the Bidder

(hereinafter the “Effective Date”) and shall, unless terminated earlier in accordance with its terms or

unless otherwise agreed by the Parties, expire on the date on which this Agreement expires or terminates,

which shall be a period of five years starting from the date of the Final Acceptance Test.

8. EXCLUSIONS TO THE AGREEMENT

This Agreement shall not govern the following services:

(a) Consulting services; and

(b) Bidder‟s business processes not related to the Project.


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9. TERMS OF PAYMENT AND PENALTIES

(a) In consideration of the Services and subject to the provisions of the MSA and this

Agreement, the Buyer shall pay the amounts in accordance with the Terms of Payment

Schedule mentioned in RFP Vol 2 Section 5.

(b) For the avoidance of doubt, it is expressly clarified that the Buyer and/or its nominated

agencies may also calculate a financial sum and debit the same against the terms of

payment as defined in the Terms of Payment Schedule mentioned in RFP Vol 2 Section 5 as

a result of the failure of the Bidder to meet the Service Levels set out as RFP Vol 2 Section 6

of this Agreement, such sum being determined in accordance with the terms of the set out

as RFP Vol 2 Section 6 of this Agreement.

10. UPDATING OF THIS AGREEMENT

(a)The Parties anticipate that this Agreement shall need to be re-evaluated and modified to account

for changes in work environment and technology from time to time. Hence they herby agree to revise

the terms of the Agreement on an annual basis.

(b) The Parties hereby agree upon the following procedure for revising this Agreement:

(i) Any and all changes to this Agreement will be initiated in writing between the Buyer

and the Bidder, The service levels in this Agreement shall be considered to be

standard for the Buyer and shall only be modified if both Parties agree to an

appended set of terms and conditions;

(ii) Only the Buyer or the Bidder may initiate a revision to this Agreement;

(iii) A notice of the proposed revision (“SLA Change Request”) shall be served to the

Buyer or the Bidder as the case may be;

(iv) The SLA Change request would be deemed to be denied in case it is not approved

within a period of <***> days;

(v) In the event that Buyer/Bidder approves of the suggested change the change shall be

communicated to all the Parties and the SLA Change request would be appended to

the Agreement;

(vi) The Buyer shall update and republish the text of Agreement annually to include all

the SLA Change Requests that have been appended to the Agreement during the

course of the year. Such republished Agreement shall be circulated to all the Parties

within <***> days of such change taking place.

11. DOCUMENT HISTORY

All revisions made to this Agreement shall be listed in chronological order as per the format set o ut below

and a copy of the same shall be provided to the Parties:


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Version Date Description of changes

<***> <***> <***>

12 . SCOPE OF SERVICES

(a) The Bidder shall ensure that Services are available at various locations as per the

requirements of the project;

(b) The Bidder shall provide support services for addressing problems related to the provision

of services of the selected bidder through the POC. Such POC shall be available over

telephone on <***> number 24 hours a day, 7 days a week

(c) The Bidder guarantees that he shall achieve the Service Levels for the Project;

(d) The Bidder shall be liable to penalties in case of failure to comply with the Service Levels.

However any delay not attributable to the Bidder shall not be taken into account while

computing adherence to the Service Levels.

13. PERFORMANCE REVIEW

The POC‟s of both the Buyer and the Bidder shall meet on a quarterly basis to discuss priorities, service

levels and system performance. Additional meetings may be held at the request of either the Bidder or the

Buyer. The agenda for these meetings shall be as follows:

(a) Service performance;

(b) Review of specific problems/exceptions and priorities; and

(c) Review of the operation of this Agreement and determine corrective action to overcome

deficiencies.

14. REPRESENTATIONS AND WARRANTIES OF BUYER

The Buyer hereby represents and warrants to the Bidder as follows:

(a) it has full power and authority to execute, deliver and perform its obligations under this

Agreement and to carry out the transactions contemplated herein and that it has taken all

actions necessary to execute this Agreement, exercise its rights and perform its obligations,

under this Agreement and carry out the transactions contemplated hereby;

(b) it has taken all necessary actions under Applicable Law to authorize the execution, delivery

and performance of this Agreement and to validly exercise its rights and perform its

obligations under this Agreement;

(c) it has the financial standing and capacity to perform its obligations under the Agreement;

(d) this Agreement has been duly executed by it and constitutes a legal, valid and binding


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obligation enforceable against it in accordance with the terms hereof and its obligations

under this Agreement shall be legally valid, binding and enforceable obligations against it

in accordance with the terms thereof;

(e) the execution, delivery and performance of this Agreement shall not conflict with, result in

the breach of, constitute a default under, or accelerate performance required by any of the

Applicable Laws or any covenant, contract, agreement, arrangement, understanding,

decree or order to which it is a party or by which it or any of its properties or assets is

bound or affected;

(f) there are no actions, suits or proceedings pending or, to its knowledge, threatened against

it at law or in equity before any court or before any other judicial, quasi-judicial or other

authority, the outcome of which may result in the default or breach of this Agreement or

which individually or in the aggregate may result in any material impairment of its ability

to perform its material (including any payment) obligations under this Agreement;

(g) it has no knowledge of any violation or default with respect to any order, writ, injunction or

any decree of any court or any legally binding order of any Government Instrumentality

which may result in any material adverse effect on the Bidder‟s ability to perform its

obligations under this Agreement and no fact or circumstance exists which may give rise to

such proceedings that would adversely affect the performance of its obligations under this

Agreement.

15. REPRESENTATIONS AND WARRANTIES OF THE BIDDER

The Bidder hereby represents and warrants to the Buyer as follows:

(a) it is duly organized and validly existing under the laws of India, and has full power and

authority to execute and perform its obligations under this Agreement and to carry out the

transactions contemplated hereby;

(b) it has taken all necessary corporate and other actions under Applicable Laws to authorize

the execution and delivery of this Agreement and to validly exercise its rights and perform

its obligations under this Agreement;

(c) from the Effective Date, it will have the financial standing and capacity to undertake the Project in

accordance with the terms of this Agreement;

(d) in providing the Services, it shall use reasonable endeavours not to cause any

unnecessary disruption to DGE&T‟s normal business operations

(e) this Agreement has been duly executed by it and constitutes its legal, valid and binding

obligation, enforceable against it in accordance with the terms hereof, and its obligations

under this Agreement shall be legally valid, binding and enforceable obligations against it

in accordance with the terms hereof;

(f) the execution, delivery and performance of this Agreement shall not conflict with, result in

the breach of, constitute a default under, or accelerate performance required by any of the

terms of its Memorandum and Articles of Association or any Applicable Laws or any


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covenant, contract, agreement, arrangement, understanding, decree or order to which it is

a party or by which it or any of its properties or assets is bound or affected;

(g) there are no actions, suits, proceedings, or investigations pending or, to its knowledge,

threatened against it at law or in equity before any court or before any other judicial, quasi-

judicial or other authority, the outcome of which may result in the breach of this Agreement or

which individually or in the aggregate may result in any material impairment of its ability to

perform any of its material obligations under this Agreement;

(e) it has no knowledge of any violation or default with respect to any order, writ, injunction or

decree of any court or any legally binding order of any government instrumentality which may

result in any material adverse effect on its ability to perform its obligations under this

Agreement and no fact or circumstance exists which may give rise to such proceedings that

would adversely affect the performance of its obligations under this Agreement;

(f) it has complied with Applicable Law in all material respects and has not been subject to any

fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate

have or may have a material adverse effect on its ability to perform its obligations under this

Agreement;

(g) it and its sub-contracted partner and personnel, have the necessary experience, skill, knowledge

and competence to perform the Services;

(h) it will not, nor will it suffer or permit any third party under its direction or control to negligently

introduce into the Client's systems or any Deliverables any harmful code.

(i) no representation or warranty by it contained herein or in any other document furnished by it

to the Buyer or to any government instrumentality in relation to the Required Consents

contains or shall contain any untrue or misleading statement of material fact or omits or shall

omit to state a material fact necessary to make such representation or warranty not misleading;

and

(j) no sums, in cash or kind, have been paid or shall be paid, by it or on its behalf, to any person by

way of fees, commission or otherwise for entering into this Agreement or for influencing or

attempting to influence any officer or employee of the Buyer in connection therewith.

16. INDEMNITIES

The Bidder agrees to indemnify DGE&T under this Agreement in accordance with the terms and principles set

out in the MSA.

1 7 . DISPUTE RESOLUTION

Any dispute, difference or claim arising out of or in connection with the Agreement which is not

resolved amicably shall be decided in accordance with the dispute resolution procedure as set out in the MSA.

18. MISCELLANEOUS


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(a)Assignment and charges

This Agreement shall be binding on and enure for the benefit of each Party‟s successors in title. No

Party shall assign, or declare any trust in favour of a third party over, all or any part of the benefit of,

or its rights or benefits under, this Agreement.

(b)Governing law and jurisdiction

This Agreement shall be construed and interpreted in accordance with and governed by the laws of

India, and the courts at the State of shall have jurisdiction over matters arising out of or relating

to this Agreement.

(c)Waiver of sovereign immunity

The Parties unconditionally and irrevocably:

(i) agree that the execution, delivery and performance by them of the Agreement

constitute

commercial acts done and performed for commercial purpose;

(ii) agree that, should any proceedings be brought against a Party or its assets, property

or

revenues in any jurisdiction in relation to the Agreement or any transaction

contemplated by the Agreement, no immunity (whether by reason of sovereignty or

otherwise) from such proceedings shall be claimed by or on behalf of such Party with

respect to its assets;

(iii) waive any right of immunity which it or its assets, property or revenues now has, may

acquire in the future or which may be attributed to it in any jurisdiction; and

(iv) consent generally to the enforcement of any judgment or award against it in any such

proceedings to the giving of any relief or the issue of any process in any jurisdiction

in connection with such proceedings (including the making, enforcement or

execution against it or in respect of any assets, property or revenues whatsoever

irrespective of their use or intended use of any order or judgment that may be made

or given in connection therewith).

(d) Variation

This Agreement may only be varied in writing and signed by both Parties.

(e) Waiver

(i) Waiver including partial or conditional waiver, by either Party of any default by the

other Party in the observance and performance of any provision of or obligations under

this Agreement:

shall be in writing

shall not operate or be construed as a waiver of any other or subsequent default

hereof or of other provisions of or obligations under this Agreement;

shall not be effective unless it is in writing and executed by a duly authorized


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representative of the Party; and

shall not affect the validity or enforceability of this Agreement in any manner.

(f) Exclusion of implied warranties

This Agreement expressly excludes any warranty, condition or other undertaking implied at law

or by custom or otherwise arising out of any other agreement between the Parties or any

representation by either Party not contained in a binding legal agreement executed by both

Parties.

(g) Survival

(i) Termination or expiration of the Term shall:

not relieve the Bidder or the Buyer, as the case may be, of any obligations

hereunder which expressly or by implication survive hereof; and

except as otherwise provided in any provision of this Agreement expressly

limiting the liability of either Party, not relieve either Party of any obligations or

liabilities for loss or damage to the other Party arising out of, or caused by, acts

or omissions of such Party prior to the effectiveness of such termination or

expiration or arising out of such termination or expiration.

(ii) All obligations surviving termination or expiration of the Term shall cease on

termination or expiration of the Term.

(h) Entire Agreement

This Agreement and the Annexure together constitute a complete and exclusive statement of the

terms of the agreement between the Parties on the subject hereof, and no amendment or

modification hereto shall be valid and effective unless such modification or amendment is agreed

to in writing by the Parties and duly executed by persons especially empowered in this behalf by

the respective Parties. All prior written or oral understandings, offers or other communications

of every kind pertaining to this Agreement are abrogated and withdrawn.

( i) Severability

If for any reason whatever, any provision of this Agreement is or becomes invalid, illegal or

unenforceable or is declared by any court of competent jurisdiction or any other instrumentality

to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining

provisions shall not be affected in any manner, and the Parties shall negotiate in good faith with a

view to agreeing to one or more provisions which may be substituted for such invalid,

unenforceable or illegal provisions, as nearly as is practicable to such invalid, illegal or

unenforceable provision. Failure to agree upon any such provisions shall not be subject to the

dispute resolution procedure set forth under this Agreement or otherwise.


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( j) No partnership

This Agreement shall not be interpreted or construed to create an association, joint venture or

partnership between the Parties, or to impose any partnership obligation or liability upon either

Party, and neither Party shall have any right, power or authority to enter into any agreement or

undertaking for, or act on behalf of, or to act as or be an agent or representative of, or to

otherwise bind, the other Party except as expressly provided under the terms of this Agreement.

(k) Third parties

This Agreement is intended solely for the benefit of the Parties and their respective successors and

permitted assigns, and nothing in this Agreement shall be construed to create any duty to,

standard of care with reference to, or any liability to, any person not a Party to this Agreement.

( l) Notices

Any notice or other communication to be given by any Party to the other Party under or in

connection with the matters contemplated by this Agreement shall be in writing and shall be

given by hand delivery, recognized courier, registered post, email or facsimile transmission and

delivered or transmitted to the Parties at their respective addresses set forth below:

If to DGE&T:

Attn: <***>

Tel:

Fax:

Email:

Contact:

With a copy to:

If to the Bidder: Attn.

<***>

Phone: <***>

Fax No. <***>

(m) Language

All notices required to be given by one Party to the other Party and all other communications,

documentation and proceedings which are in any way relevant to this Agreement shall be in

writing and in the English language.

(n) Counterparts

This Agreement may be executed in two counterparts, each of which, when executed and

delivered, shall constitute an original of this Agreement.

(o) Mitigation


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Without prejudice to any express provisions of this Agreement on any mitigation obligations of

the Parties, each of the Buyer and the Bidder shall at all times take all reasonable steps to

minimize and mitigate any loss for which the relevant Party is entitled to bring a claim against

the other Party pursuant to this Agreement.

(p) Removal of Difficulties

The Parties acknowledge that it is conceivable that the Parties may encounter difficulties or

problems in the course of implementation of the Project and the transactions envisaged under this

Agreement. The Parties agree and covenant that they shall mutually discuss such difficulties and

problems in good faith and take all reasonable steps necessary for removal or resolution of such

difficulties or problems.

IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED AND DELIVERED THIS

AGREEMENT AS OF THE DATE FIRST ABOVE WRITTEN.

SIGNED, SEALED AND DELIVERED SIGNED, SEALED AND DELIVERED

For and on behalf of the Implementation For and on behalf of the Buyer by: Agency by:

(Signature) (Signature)

(Name) (Name)

(Designation) (Designation)

(Address) (Address)

(Fax No.) (Fax No.)

In the presence of:

1.

2.

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